REG - Starwood Cap Eur Adv Balanced comm prop - Rule 2.7 Announcement
04/09/2024 07:00
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RNS Number : 7919C Starwood Capital Eur Advisers LLP 04 September 2024
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
4 September 2024
RECOMMENDED CASH ACQUISITION
of
BALANCED COMMERCIAL PROPERTY TRUST LIMITED by
STARLIGHT BIDCO LIMITED
(a newly formed company incorporated in Guernsey and owned by Starwood Funds)
to be effected by means of a Court-sanctioned scheme of arrangement under Part
VIII of the Companies (Guernsey) Law, 2008 (as amended)
Summary
· The boards of Starlight Bidco Limited ("Bidco") and
Balanced Commercial Property Trust Limited ("BCPT") are pleased to announce
that they have reached agreement on the terms of a recommended cash offer to
be made by Bidco for the entire issued and to be issued share capital of BCPT
(the "Acquisition").
· The Acquisition is intended to be effected by means of a
Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of
Guernsey.
· Under the terms of the Acquisition, Scheme Shareholders
will be entitled to receive:
for each BCPT Share: 96.00 pence in cash (the "Cash Consideration")
· The Cash Consideration represents a premium of
approximately:
· 21.5 per cent. to the Closing Price of 79.00 pence per
BCPT Share on 12 April 2024 (being the last Business Day prior to the
commencement of the Offer Period);
· 24.7 per cent. to the three-month volume weighted average
price of 76.97 pence per BCPT Share for the three-month period ended 12 April
2024 (being the last Business Day prior to the commencement of the Offer
Period); and
· 32.1 per cent. to the six-month volume weighted average
price of 72.69 pence per BCPT Share for the six-month period ended 12 April
2024 (being the last Business Day prior to the commencement of the Offer
Period).
· The Cash Consideration represents a discount of
approximately 8.7 per cent. to BCPT's last reported (unaudited) NAV per BCPT
Share of 105.1 pence per BCPT Share as at 30 June 2024.
· The Scheme Document will contain a valuation of BCPT's
property portfolio in accordance with Rule 29 of the Takeover Code.
· The Acquisition values the entire issued and to be issued
share capital of BCPT at approximately £673.5 million on a fully diluted
basis.
· The Cash Consideration payable to BCPT Shareholders under
the terms of the Acquisition will be financed entirely by equity to be
invested by Starwood Funds.
· The Scheme Shares will be acquired pursuant to the
Acquisition fully paid and free from all liens, charges, equities,
encumbrances, rights of pre-emption and any other interests of any nature
whatsoever and together with all rights attaching thereto, including without
limitation voting rights and the right to receive and retain in full all
dividends and other distributions (if any) announced, declared, made or paid,
or any other return of capital (whether by way of reduction of share capital
or share premium account or otherwise) made, on or after the Scheme Record
Time other than any dividend or distribution in respect of which the Cash
Consideration has been reduced in accordance with the terms of the Acquisition
and as set out in this announcement.
· If, on or after the date of this announcement, any
dividend and/or other distribution and/or other return of capital is declared,
made or paid or becomes payable in respect of the BCPT Shares, the Cash
Consideration shall automatically be reduced by an amount equal to the amount
of such dividend and/or distribution and/or return of capital, in which case
any reference in this announcement to the Cash Consideration will
automatically be deemed to be a reference to the Cash Consideration as so
reduced by the amount of such dividend and/or distribution and/or return of
capital. In such circumstances, BCPT Shareholders would be entitled to
receive and retain any such dividend and/or other distribution and/or return
of capital. Any reduction in the Cash Consideration pursuant to this
paragraph shall not be regarded as constituting any revision or variation of
the terms of the Acquisition or the Scheme.
Background to and reasons for the Acquisition
· Starwood believes that BCPT has a high-quality,
attractive and diversified real estate portfolio.
· At the time the BCPT Board commenced the Strategic
Review, BCPT faced significant challenges with a difficult economic and
property market backdrop in a higher interest rate environment. BCPT's shares
had traded at an average discount to NAV of 36.3 per cent. in the 12 months
prior to the commencement of the Strategic Review.
· Given BCPT's scale and constrained access to capital,
Starwood believes that the full potential of the business is best achieved as
a private company under the control of Starwood as this will enable BCPT to
realise maximum value from its portfolio.
· On 15 April 2024 the BCPT Board announced that it had
commenced the Strategic Review to explore, alongside its advisers, all of the
various strategic options available to enhance value for BCPT Shareholders.
These options included continuation of BCPT with a revised strategy, a managed
wind-down of the portfolio and the sale of BCPT's share capital and/or assets,
or a material portion thereof (with the option for such a sale having been
explored under the framework of a "formal sale process" pursuant to the
Takeover Code).
· As part of the Strategic Review, BCPT received
indications of interest from a number of credible third parties, with 12
interested parties having then submitted indicative proposals following a
period of initial due diligence. The BCPT Board believed that the pricing of
certain initial proposals merited further exploration and, accordingly,
shortlisted interested parties were then granted access to diligence meetings
with the Investment Manager, as well as additional due diligence materials on
BCPT and its portfolio, and were invited to submit revised proposals. As a
result of this process, and following extensive negotiation between the
parties over the period of the formal sale process, Starlight Bidco Limited
has put forward a proposal that the BCPT Board intends to recommend
unanimously.
· In reaching its recommendation of the Acquisition, the
BCPT Board assessed the various strategic options (including a managed
wind-down) on the basis of, among other things, quantum delivered to BCPT
Shareholders (on a net present value basis), timing and relative certainty of
execution.
· The BCPT Board believes the Acquisition enhances value
for BCPT Shareholders, with the Cash Consideration representing a material
premium to BCPT's undisturbed share price. The BCPT Board believes the
Acquisition compares favourably to the risk-adjusted returns that may be
generated by other strategic options (with the Acquisition representing both
an acceleration of the timing of returns, and an improvement on the expected
net present value, to be delivered pursuant to a managed wind-down).
Recommendation
· The BCPT Directors, who have been so advised by Barclays
and Dickson Minto Advisers as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In providing
their financial advice to the BCPT Directors, Barclays and Dickson Minto
Advisers have taken into account the commercial assessments of the BCPT
Directors. Dickson Minto Advisers is providing independent financial advice to
the BCPT Directors for the purposes of Rule 3 of the Takeover Code.
· Accordingly, the BCPT Directors intend to recommend
unanimously that Scheme Shareholders vote in favour of the Scheme at the Court
Meeting and BCPT Shareholders vote in favour of the BCPT Resolution at the
General Meeting (or, in the event that the Acquisition is implemented by way
of an Offer, to accept or procure acceptance of such Offer), as all BCPT
Directors who hold BCPT Shares have irrevocably undertaken to do in respect of
their own beneficial holdings totalling 177,766 BCPT Shares, representing, in
aggregate, approximately 0.03 per cent. of BCPT's issued ordinary share
capital (excluding BCPT Shares held in treasury) as at 3 September 2024 (being
the last Business Day prior to the date of this announcement). Further details
of these irrevocable undertakings (including the circumstances in which they
cease to be binding) are set out in Appendix 3 to this announcement.
Irrevocable undertakings
· In addition to the irrevocable undertakings received from
the BCPT Directors, Bidco has received irrevocable undertakings from each of
Aviva and AVI to, in each case, vote in favour of the Scheme at the Court
Meeting and the BCPT Resolution at the General Meeting, if the Acquisition is
implemented by way of the Scheme or, if implemented by way of an Offer, to
accept such Offer, in respect of 181,032,359 BCPT Shares, representing
approximately 25.80 per cent. of BCPT's issued ordinary share capital
(excluding BCPT Shares held in treasury) on 3 September 2024 (being the last
Business Day prior to the date of this announcement).
· In total, therefore, Bidco has procured irrevocable
undertakings, including those irrevocable undertakings from the BCPT
Directors, to vote in favour of the Scheme at the Court Meeting and the BCPT
Resolution at the General Meeting in respect of, in aggregate, 181,210,125
BCPT Shares, representing approximately 25.83 per cent. of BCPT's issued
ordinary share capital (excluding BCPT Shares held in treasury) on 3 September
2024 (being the last Business Day prior to the date of this announcement).
Information on Bidco and Starwood
Bidco
· Bidco is a newly incorporated Guernsey company limited by
shares formed on behalf of Starwood Funds for the purposes of the Acquisition.
Bidco has not traded since the date of its incorporation, nor has it entered
into any obligations other than in connection with the Acquisition.
Starwood
· Starwood Capital Group is a private investment firm with
a core focus on global real estate, energy infrastructure and oil & gas.
Starwood Capital Group and its affiliates maintain 16 offices in seven
countries around the world, and currently have approximately 5,000 employees.
Since its inception in 1991, Starwood Capital Group has raised over $75
billion of equity capital, and currently has in excess of $115 billion of
assets under management. Starwood Capital Group has invested in virtually
every category of real estate on a global basis, opportunistically shifting
asset classes, geographies and positions in the capital stack as it perceives
risk/reward dynamics to be evolving.
· Over the past 33 years, Starwood Capital Group and its
affiliates have successfully executed an investment strategy that involves
building enterprises in both the private and public markets.
For more information, visit https://www.starwoodcapital.com/
(https://www.starwoodcapital.com/)
Timetable and Conditions
· The Acquisition will be put to Scheme Shareholders at the
Court Meeting and BCPT Shareholders at the General Meeting. In order to become
Effective, the Scheme must be approved by a majority in number representing 75
per cent. or more in value of the votes cast by Scheme Shareholders at the
Court Meeting. In addition, a special resolution implementing the Scheme must
be passed by BCPT Shareholders representing at least 75 per cent. of votes
cast at the General Meeting.
· The Conditions to the Acquisition are set out in full in
Appendix 1 to this announcement, together with certain other terms. The full
terms and conditions will be set out in the Scheme Document.
· It is expected that the Scheme Document, containing
further information about the Acquisition and notices of the Court Meeting and
General Meeting, together with the associated forms of proxy, will be posted
to BCPT Shareholders within 28 days of this announcement (or such later time
(if any) as BCPT, Bidco and the Panel agree) and the Meetings are expected to
be held shortly thereafter. The Acquisition is currently expected to complete
during the fourth quarter of 2024, subject to approval of the BCPT
Shareholders, satisfaction or (where capable of waiver) the waiver of the
Conditions and the sanction of the Scheme by the Court. An expected timetable
of key events relating to the Acquisition will be set out in the Scheme
Document.
Commenting on the Acquisition, Paul Marcuse, Chairman of BCPT said:
"Over the course of the Strategic Review, we have undertaken an open
consultation process with shareholders and the BCPT Board is grateful for the
constructive feedback. We note that a significant proportion of the share
register expressed to us a clear preference for a liquidity event, either via
a sale or a managed wind-down.
"The BCPT Board has explored a range of potential options for the company,
including continuation with a revised strategy, a managed wind-down of the
portfolio and the partial or full sale of BCPT's share capital or assets. The
BCPT Board is pleased with the interest shown in the company and its portfolio
by various credible third parties during the Strategic Review, which
represented a range of sources of capital (including UK institutional capital,
private equity investors, listed real estate peers and asset managers). The
BCPT Board has carefully considered each of the company's strategic options,
benchmarked against the likely returns that could be achieved in a managed
wind-down.
"Following careful consideration, and having taken independent third-party
advice, we believe that the proposed transaction with Starwood offers a
successful outcome for our shareholders, offering a full cash exit at a
significant premium to BCPT's undisturbed share price. We, the BCPT Board,
therefore intend to recommend unanimously that BCPT Shareholders support the
Acquisition at the Court Meeting and the General Meeting, details of which
will follow in due course."
Commenting on the Acquisition, Matthew Parrott, Managing Director of Starwood
said:
"We are pleased to announce the Acquisition of Balanced Commercial Property
Trust Limited and to provide BCPT's shareholders with a significant premium to
the undisturbed share price. This Acquisition by controlled affiliates of the
Starwood Capital Group will increase our exposure to logistics and other
high-conviction sectors and we look forward to supporting BCPT through our
access to capital, scale, and operational expertise."
This summary should be read in conjunction with the following announcement and
the Appendices.
The Conditions to, and certain further terms of, the Acquisition are set out
in Appendix 1. The bases and sources for certain financial information
contained in this announcement are set out in Appendix 2. Details of the
irrevocable undertakings received by Bidco are set out in Appendix 3. Certain
definitions and terms used in this announcement are set out in Appendix 4.
Enquiries:
Balanced Commercial Property Trust Limited via Burson Buchanan
Paul Marcuse (Chairman)
Barclays Bank PLC, acting through its Investment Bank (Lead Financial Adviser +44 (0)20 7623 2323
and Joint Corporate Broker to BCPT)
Bronson Albery / Callum West / Patrick Colgan / Dion Di Miceli (Corporate
Broking)
Dickson Minto Advisers LLP (Joint Financial Adviser and Rule 3 adviser to +44 (0)20 7649 6823
BCPT)
Douglas Armstrong / Andrew Clark / Jamie Seedhouse
Winterflood Securities Limited (Joint Corporate Broker to BCPT) +44 (0)20 3100 0265
Joe Winkley / Neil Morgan / Innes Urquhart
Burson Buchanan (PR Adviser to BCPT) +44 (0)20 7466 5000
Helen Tarbet / Henry Wilson / George Beale
Bidco / Starwood via H/Advisors Maitland
H/Advisors Maitland (PR Adviser to Bidco and Starwood) Tel: +44 20 7379 5151
Sam Turvey / Jonathan Cook / Billy Moran
Eastdil Secured International Limited (Financial Adviser to Bidco and Tel: +44 20 7074 7988
Starwood)
Max von Hurter / Tomas Ribeiro / Lewis Britain
Dickson Minto LLP is acting as legal adviser to BCPT.
Mishcon de Reya LLP is acting as legal adviser to Starwood and Bidco.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute or form part of an offer, invitation or the solicitation
of an offer or an invitation to purchase, or otherwise acquire, or subscribe
for, sell or otherwise dispose of any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or otherwise,
nor shall there be any purchase, sale, issuance or transfer of securities of
BCPT or such solicitation pursuant to the Acquisition in any jurisdiction in
contravention of applicable law. This announcement does not constitute a
prospectus or a prospectus equivalent document.
The Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the Offer
Document), which, together with the Forms of Proxy (or form of acceptance, if
applicable), will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. BCPT
Shareholders are advised to read the Scheme Document (including the associated
Forms of Proxy) (or, if the Acquisition is implemented by way of an Offer, the
Offer Document) carefully when it becomes available because it will contain
important information in relation to the Acquisition. Any decision in
respect of, or other response to, the Acquisition by BCPT Shareholders should
be made only on the basis of the information contained in the Scheme Document
(and/or, in the event that the Acquisition is to be implemented by way of an
Offer, the Offer Document).
This announcement has been prepared for the purpose of complying with English
and Guernsey law and the Takeover Code and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of jurisdictions
outside the United Kingdom and Guernsey.
The Acquisition will be subject to the applicable requirements of the Takeover
Code, the Panel, the FCA, the Companies Law of Guernsey, the London Stock
Exchange and the GFSC.
BCPT will prepare the Scheme Document to be distributed to BCPT Shareholders.
BCPT urges BCPT Shareholders to read the Scheme Document carefully when it
becomes available because it will contain important information in relation to
the Acquisition. Any vote in respect of the resolutions to be proposed at the
Court Meeting or the General Meeting to approve the Acquisition and related
matters should be made only on the basis of the information contained in the
Scheme Document.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.
Important notices about financial advisers
Eastdil Secured International Limited ("Eastdil Secured"), which is authorised
and regulated by the Financial Conduct Authority in the United Kingdom, is
acting exclusively as financial adviser for Bidco and Starwood and no one else
in connection with the Acquisition and other matters set out in this
announcement and will not be responsible to anyone other than Bidco and
Starwood for providing the protections afforded to clients of Eastdil Secured,
or for providing advice in connection with the Acquisition, the content of
this announcement or any matter referred to herein. Neither Eastdil Secured
nor any of its subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Eastdil Secured in connection with the
Acquisition, this announcement, any statement or other matter or arrangement
referred to herein or otherwise.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for BCPT and no one else in connection with
the matters set out in this announcement and will not be responsible to anyone
other than BCPT for providing the protections afforded to clients of Barclays
nor for providing advice in relation to the matters set out in or referred to
in this announcement. In accordance with the Code, normal United Kingdom
market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in BCPT securities
on the London Stock Exchange. These purchases and activities by exempt
principal traders which are required to be made public in the United Kingdom
pursuant to the Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly disclosed
in the United States to the extent that such information is made public in the
United Kingdom.
Dickson Minto Advisers LLP ("Dickson Minto Advisers"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for BCPT and for no one else in connection with the Strategic
Review, the Acquisition and any other matters referred to in this announcement
and will not be responsible to anyone other than BCPT for providing the
protections afforded to clients of Dickson Minto Advisers nor for providing
advice in connection with the Strategic Review, the Acquisition and any other
matters referred to in this announcement. Neither Dickson Minto Advisers nor
any of its affiliates (nor any of its or their respective directors, officers,
employees, members, representatives or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Dickson Minto Advisers in connection with
the Strategic Review, the Acquisition and any other matters referred to in
this announcement, any statement contained herein or otherwise.
Overseas Shareholders
This announcement has been prepared in accordance with English and Guernsey
law, the Takeover Code, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and information disclosed may not be the same
as that which would have been prepared in accordance with the laws of
jurisdictions outside the UK and Guernsey. The release, publication or
distribution of this announcement in, into or from jurisdictions other than
the UK or Guernsey may be restricted by law and, therefore, any persons who
are subject to the law of any jurisdiction other than the UK or Guernsey
should inform themselves about, and observe, any applicable legal or
regulatory requirements.
The availability of the Acquisition to BCPT Shareholders who are not resident
in and citizens of the UK or Guernsey may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the UK or Guernsey should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom or Guernsey to vote their Scheme Shares with
respect to the Scheme at the Court Meeting and their BCPT Shares at the
General Meeting, or to appoint another person as proxy to vote at the Court
Meeting and/or the General Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located or to which they
are subject. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent (including without limitation by electronic means) in or
into or from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect of the
Acquisition. If the Acquisition is implemented by way of an Offer (unless
otherwise permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Offer may not be capable of acceptance by
any such use, means, instrumentality or facilities.
Notice to US investors in BCPT
The US holders of BCPT Shares should note that the Acquisition relates to the
shares of a Guernsey company which are admitted to listing on the closed-ended
investment funds category of the Official List and to trading on the Main
Market and is proposed to be implemented by means of a scheme of arrangement
provided for under the laws of Guernsey. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy solicitation
rules under the Exchange Act. Accordingly, the Acquisition is subject to the
procedural and disclosure requirements, rules and practices applicable in the
UK and Guernsey involving a target company incorporated in Guernsey whose
shares are admitted to listing on the closed-ended investment funds category
of the Official List and to trading on the Main Market, which differ from the
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement or that may be
included in the Scheme Document has been (or will be) prepared in accordance
with UK IFRS or EU IFRS and thus may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States. Generally accepted accounting principles in the United States
differ in certain significant respects from UK IFRS and EU IFRS.
Bidco reserves the right, subject to obtaining the prior consent of the Panel,
to elect to implement the Acquisition by way of an Offer. If, in the
future, Bidco exercises its right to implement the Acquisition by way of an
Offer, and determines to extend the Offer into the United States, such Offer
and the Acquisition will be made in compliance with the applicable US laws and
regulations including to the extent applicable Section 14(e) of the Exchange
Act and Regulation 14E thereunder, and in accordance with the Takeover Code.
Accordingly, the Acquisition would be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are different
from those applicable under US domestic tender offer procedures and law. Such
an Offer would be made in the United States by Bidco and no one else.
It may be difficult for US holders of BCPT Shares to enforce their rights and
any claim arising out of the US federal laws in connection with the
Acquisition, since each of Bidco and BCPT are located in a non-US
jurisdiction, and some or all of their officers and directors may be residents
of, and some or all of their assets may be located in, a non-US jurisdiction.
US holders of BCPT Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.
None of the securities referred to in this announcement have been approved or
disapproved by the US Securities and Exchange Commission, any US state
securities commission or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Acquisition, or determined if the information contained in
this announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the US.
US BCPT Shareholders also should be aware that the transaction contemplated
herein (including the receipt of consideration pursuant to the Acquisition)
may have tax consequences in the US and that such consequences, if any, are
not described herein. US BCPT Shareholders are urged to consult their
independent legal, tax and financial advisers in connection with making a
decision regarding this transaction.
In accordance with the Takeover Code and to the extent permitted under Rule
14e-5(b) under the Exchange Act, Bidco, certain affiliated companies or their
respective nominees, or brokers (acting as agents) may from time to time make
certain purchases of, or arrangements to purchase, BCPT securities other than
pursuant to the Acquisition, either in the open market at prevailing prices or
through privately negotiated purchases at negotiated prices outside the US
until the date on which the Scheme becomes Effective, lapses or is otherwise
withdrawn (or, if the Acquisition is implemented by way of an Offer, before or
during the period in which such Offer would remain open for acceptance). To
the extent required by Rule 14e-5(b), such purchases, or arrangements to
purchase, must comply with English law, the Takeover Code and the UK Listing
Rules. Any information about such purchases will be disclosed to the Panel
and, to the extent that such information is required to be publicly disclosed
in the United Kingdom in accordance with applicable regulatory requirements,
will be made available to all investors (including US investors) via the
Regulatory Information Service on the London Stock Exchange website at
www.londonstockexchange.com.
Forward-looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements regarding the Acquisition, and other
information published by Bidco and BCPT contain statements which are, or may
be deemed to be, "forward-looking statements". Forward-looking statements are
statements of future expectations which are prospective in nature and are not
based on historical facts, but rather on current expectations, projections and
assumptions of the management of Bidco and BCPT (as the case may be) about
future events, and are, therefore, subject to risks, uncertainties and changes
in circumstances that could cause actual results, performance or events to
differ materially from those expressed or implied in these statements.
The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco and
BCPT (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. All statements other than statements of historical fact are,
or may be deemed to be, forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "aims", "hopes", "expects" or "does not expect", "is
expected", "is subject to", "budget", "projects", "strategy", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases and statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved.
All forward-looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Although Bidco and BCPT believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco and BCPT
(and their respective associates, directors, officers and advisers) can give
no representation, assurance or guarantee that such expectations will prove to
be correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that are
expected to occur in the future. There are a number of factors that could
cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
expected timeframe; future market conditions, changes in general economic and
business conditions, the behaviour of other market participants, the
anticipated benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the countries
in which Bidco and BCPT operate, weak, volatile or illiquid capital and/or
credit markets, changes in tax rates, interest rate and currency value
fluctuations, the degree of competition in the geographic and business areas
in which Bidco and BCPT operate, and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Bidco nor BCPT, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
You are cautioned not to place any reliance on these forward-looking
statements.
Specifically, statements of estimated cost savings and synergies, if any,
relate to future actions and circumstances which, by their nature, involve
risks, uncertainties and contingencies. As a result, any cost savings and
synergies referred to may not be achieved, may be achieved later or sooner
than estimated, or those achieved could be materially different from those
estimated.
Each forward-looking statement speaks only as of the date of this
announcement. Except as required by applicable law and by the rules of any
competent regulatory authority, neither Bidco nor BCPT is under any
obligation, and Bidco and BCPT expressly disclaim any intention or obligation,
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for BCPT for the current or future financial periods would necessarily
match or exceed the historical published earnings or earnings per share for
BCPT.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th Business Day (as
defined in the Takeover Code) following the commencement of the offer period
and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day (as defined in the Takeover Code) following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the Business Day (as defined in the
Takeover Code) following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Code.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
A copy of this announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on BCPT's website at
https://www.columbiathreadneedle.co.uk/bcpt-strategic-review/ and on Bidco's
website at https://www.starwoodbluebird.com/ promptly and in any event by no
later than 12 noon on the Business Day following the date of this
announcement. The content of the websites referred to in this announcement
is not incorporated into and does not form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, BCPT Shareholders and
persons with information rights may request a hard copy of this announcement
by contacting BCPT's registrar, Computershare Investor Services (Guernsey)
Limited ("Computershare"), c/o The Pavilions, Bridgwater Road, Bristol BS99
6ZY or by calling Computershare on +44(0)370 707 4040. Calls are charged at
the standard geographical rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are
open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday
(excluding public holidays in England and Wales). Please note that
Computershare cannot provide any financial, legal or tax advice. Calls may be
recorded and monitored for security and training purposes. In accordance with
Rule 30.3 of the Takeover Code, a person so entitled may also request that all
future documents, announcements and information be sent to them in relation to
the Acquisition should be in hard copy form. For persons who receive a copy
of this announcement in electronic form or via a website notification, a hard
copy of this announcement will not be sent unless so requested. Such persons
may also request that all future documents, announcements and information to
be sent to them in relation to the Acquisition should be in hard copy form.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the UK or,
if not, from an appropriately authorised independent financial adviser.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by BCPT Shareholders, persons with information rights and
other relevant persons for the receipt of communications from BCPT may be
provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
4 September 2024
RECOMMENDED CASH ACQUISITION
of
BALANCED COMMERCIAL PROPERTY TRUST LIMITED
by
STARLIGHT BIDCO LIMITED
(a newly formed company incorporated in Guernsey and owned by Starwood Funds)
to be effected by means of a Court-sanctioned scheme of arrangement under Part
VIII of the Companies (Guernsey) Law, 2008 (as amended)
1. Introduction
The board of Starlight Bidco Limited ("Bidco") and the directors of Balanced
Commercial Property Trust Limited ("BCPT") are pleased to announce that they
have reached agreement on the terms of a recommended cash offer to be made by
Bidco for the entire issued and to be issued share capital of BCPT (the
"Acquisition").
The Acquisition is intended to be effected by means of a Court-sanctioned
scheme of arrangement under Part VIII of the Companies Law of Guernsey.
2. The Acquisition
The Acquisition will be made on the terms, and subject to the conditions, set
out below and in Appendix 1 and to be set out in the Scheme Document. Under
the terms of the Acquisition, Scheme Shareholders will be entitled to receive:
for each BCPT Share: 96.00 pence in cash (the "Cash Consideration")
The Cash Consideration represents a premium of approximately:
· 21.5 per cent. to the Closing Price of 79.00 pence per
BCPT Share on 12 April 2024 (being the last Business Day prior to the
commencement of the Offer Period);
· 24.7 per cent. to the three-month volume weighted average
price of 76.97 pence per BCPT Share for the three-month period ended 12 April
2024 (being the last Business Day prior to the commencement of the Offer
Period); and
· 32.1 per cent. to the six-month volume weighted average
price of 72.69 pence per BCPT Share for the six-month period ended 12 April
2024 (being the last Business Day prior to the commencement of the Offer
Period).
The Cash Consideration represents a discount of approximately 8.7 per cent. to
BCPT's last reported (unaudited) NAV per BCPT Share of 105.1 pence per BCPT
Share as at 30 June 2024.
The Scheme Document will contain a valuation of BCPT's property portfolio in
accordance with Rule 29 of the Takeover Code.
The Acquisition values the entire issued and to be issued share capital of
BCPT at approximately £673.5 million on a fully diluted basis.
The Cash Consideration payable to BCPT Shareholders under the terms of the
Acquisition will be financed entirely by equity to be invested by Starwood
Funds.
The Scheme Shares will be acquired pursuant to the Acquisition fully paid and
free from all liens, charges, equities, encumbrances, rights of pre-emption
and any other interests of any nature whatsoever and together with all rights
attaching thereto, including without limitation voting rights and the right to
receive and retain in full all dividends and other distributions (if any)
announced, declared, made or paid, or any other return of capital (whether by
way of reduction of share capital or share premium account or otherwise) made,
on or after the Scheme Record Time other than any dividend or distribution in
respect of which the Cash Consideration has been reduced in accordance with
the terms of the Acquisition and as set out in this announcement.
If, on or after the date of this announcement, any dividend and/or other
distribution and/or other return of capital is declared, made or paid or
becomes payable in respect of the BCPT Shares, the Cash Consideration shall
automatically be reduced by an amount equal to the amount of such dividend
and/or distribution and/or return of capital, in which case any reference in
this announcement to the Cash Consideration will automatically be deemed to be
a reference to the Cash Consideration as so reduced by the amount of such
dividend and/or distribution and/or return of capital. In such
circumstances, BCPT Shareholders would be entitled to receive and retain any
such dividend and/or other distribution and/or return of capital. Any
reduction in the Cash Consideration pursuant to this paragraph shall not be
regarded as constituting any revision or variation of the terms of the
Acquisition or the Scheme.
The Cash Consideration is priced in pounds Sterling.
3. Background to and reasons for the Acquisition by Bidco
· Starwood believes that BCPT has a high-quality,
attractive and diversified real estate portfolio.
· At the time the BCPT Board commenced the Strategic
Review, BCPT faced significant challenges with a difficult economic and
property market backdrop in a higher interest rate environment. BCPT's shares
had traded at an average discount to NAV of 36.3 per cent. in the 12 months
prior to the commencement of the Strategic Review.
· Given BCPT's scale and constrained access to capital,
Starwood believes that the full potential of the business is best achieved as
a private company under the control of Starwood as this will enable BCPT to
realise maximum value from its portfolio.
4. Recommendation
The BCPT Directors, who have been so advised by Barclays and Dickson Minto
Advisers as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing their financial advice
to the BCPT Directors, Barclays and Dickson Minto Advisers have taken into
account the commercial assessments of the BCPT Directors. Dickson Minto
Advisers is providing independent financial advice to the BCPT Directors for
the purposes of Rule 3 of the Takeover Code.
Accordingly, the BCPT Directors intend to recommend unanimously that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and BCPT
Shareholders vote in favour of the BCPT Resolution at the General Meeting (or,
in the event that the Acquisition is implemented by way of an Offer, to accept
or procure acceptance of such Offer), as all BCPT Directors who hold BCPT
Shares have irrevocably undertaken to do in respect of their own beneficial
holdings totalling 177,766 BCPT Shares, representing, in aggregate,
approximately 0.03 per cent. of BCPT's issued ordinary share capital
(excluding BCPT Shares held in treasury) as at 3 September 2024 (being the
last Business Day prior to the date of this announcement). Further details of
these irrevocable undertakings (including the circumstances in which they
cease to be binding) are set out in Appendix 3 to this announcement.
5. Background to and reasons for the BCPT Board Recommendation
Background on the Strategic Review
Since its launch, BCPT has pursued its investment objective of providing BCPT
Shareholders with an attractive level of income together with the potential
for capital and income growth from investing in a diversified UK commercial
property portfolio. BCPT currently pays a monthly dividend of 0.44 pence per
BCPT Share. On an annual basis, this represented a dividend yield of 6.7 per
cent. as at the last Business Day prior to the commencement of the Offer
Period.
Through the dedicated stewardship of the portfolio by the Investment Manager
and Property Manager, and in particular Richard Kirby and Dan Walsgrove, BCPT
has built a high-quality portfolio which has delivered steady portfolio
performance over recent years. However, the BCPT Board recognises that BCPT
faces a number of headwinds. Despite efforts to narrow BCPT's share price
discount to NAV, including through a share buyback programme from June 2021 to
September 2022 which bought back a total of approximately 97.8 million shares,
BCPT's shares have traded at an average discount to NAV of 29.5 per cent. over
the last five years, 27.3 per cent. over the last three years and 31.0 per
cent. over the last 12 months, in each case measured to 3 September 2024. The
BCPT Board believes that the following factors have contributed to this
persistent and substantial trading discount.
· Investor demand for diversified listed real estate
exposure has waned following the global financial crisis as other UK REITs
have tended towards specialist strategies.
· BCPT's scale relative to larger peers has resulted in a
lack of investor enthusiasm for BCPT as the vehicle of choice to deliver
diversified listed real estate exposure.
· BCPT has relatively low share trading volumes for a FTSE
250 constituent owing, in part, to its concentrated shareholder register.
· The current cost disclosure regime has made externally
managed investment companies such as BCPT appear less attractive to some
investors than other structures.
· There has been considerable negative sentiment in the
public markets towards the commercial real estate sector in recent years and,
whilst there are signs that this may start to improve, in particular with the
recent reduction in interest rates, the BCPT Board believes this improving
sentiment is unlikely to overcome entirely the factors noted above in the
short to medium term.
The BCPT Board believes that the above factors have impacted BCPT's ability to
attract new long-term investors and notes that it has also limited BCPT's
ability to raise equity in order to more rapidly reposition the portfolio or
take advantage of further real estate investment opportunities. Despite the
quality of BCPT's portfolio, the BCPT Board therefore believes that BCPT
continues to face significant challenges and uncertainty going forward and has
been carefully considering for some time, with its advisers, its strategic
options to enhance value for its shareholders.
As a result of these challenges and following communication with key
shareholders in connection with the requirement for BCPT to hold a
continuation vote in 2024, the BCPT Board announced on 15 April 2024 that it
had formalised its deliberations on the future of BCPT into a strategic review
process (the "Strategic Review").
Outcome of the Strategic Review
During the Strategic Review, the BCPT Board, supported by its advisers,
assessed in detail a number of potential future options for the business,
including continuation of the company with a revised strategy, a managed
wind-down of the portfolio and the sale of BCPT's share capital and/or assets,
or a material portion thereof (with the option for such a sale having been
explored under the framework of a "formal sale process" pursuant to the
Takeover Code).
As BCPT announced on 12 June 2024, shareholder feedback to date had confirmed
the need for change from the status quo. Whilst some BCPT Shareholders
indicated a preference for continuation, feedback received from a large
proportion of the share register supported a change in BCPT's strategic
direction, with a significant proportion of the share register expressing a
clear preference for a liquidity event either via a sale or a managed
wind-down.
As part of the Strategic Review, BCPT received indications of interest from a
number of credible third parties, with 12 interested parties having then
submitted indicative proposals following a period of initial due diligence.
These proposals put forward a variety of transaction structures and were
received from parties representing a range of sources of capital (including UK
institutional capital, private equity investors, listed real estate peers and
asset managers). The BCPT Board believed that the pricing of certain initial
proposals merited further exploration and, accordingly, shortlisted interested
parties were granted access to diligence meetings with the Investment Manager,
as well as additional due diligence materials on BCPT and its portfolio, and
were then invited to submit revised proposals. As a result of this process,
and following extensive negotiation between the parties over the period of the
formal sale process, Starlight Bidco Limited has offered to acquire the entire
issued and to be issued ordinary share capital of BCPT, pursuant to the
Acquisition, for the Cash Consideration of 96.00 pence per BCPT Share.
Concurrently, the BCPT Board assessed the likely return to BCPT Shareholders
that could be delivered in a managed wind-down of BCPT's portfolio and used
this exercise to benchmark BCPT's other strategic options, including the
shortlisted proposals. The BCPT Board acknowledges that there is a sentiment
in the real estate industry that the market may be at an inflection point and
that certain sectors are poised for a recovery. Accordingly, multiple
scenarios, including a market recovery, were carefully considered as part of
this assessment. However, the BCPT Board also recognises the risks associated
with a managed wind-down, which include the following.
· Uncertainty as to the precise quantum or timing of any
realisations and, in turn, returns of capital to BCPT Shareholders.
· The friction costs likely to be incurred in implementing
a managed wind-down.
· Continued market risk during the period of the managed
wind-down.
· A likely fall in demand for (and therefore reduced
liquidity in) BCPT Shares.
· BCPT's fixed costs being spread over a diminishing asset
base.
· Assets may prove progressively more difficult to dispose
of satisfactorily.
In the light of these risks, and having considered shareholder feedback and
the challenges with continuation (which include certain of the factors
described above and the anticipated increase in borrowing costs upon
refinancing the L&G Term Loan), the BCPT Board has concluded that, on
balance, the Acquisition represents a more attractive proposal for BCPT
Shareholders and it intends to recommend the Acquisition to BCPT Shareholders
for the reasons set out in the section below.
Strategic and financial rationale for the Acquisition for BCPT Shareholders
In reaching its recommendation of the Acquisition, the BCPT Board, with its
advisers, assessed the various strategic options (including a managed
wind-down) on the basis of, among other things, quantum delivered to BCPT
Shareholders (on a net present value basis), timing and relative certainty of
execution. In particular, the BCPT Board has carefully considered, amongst
other things, the following factors.
· The Acquisition enhances value for BCPT Shareholders. The
Cash Consideration that Scheme Shareholders would be entitled to represents a
premium of approximately:
· 21.5 per cent. to the Closing Price of 79.00 pence per
BCPT Share on 12 April 2024 (being the last Business Day prior to the
commencement of the Offer Period);
· 24.7 per cent. to the three-month volume weighted average
price of 76.97 pence per BCPT Share for the three-month period ended 12 April
2024 (being the last Business Day prior to the commencement of the Offer
Period); and
· 32.1 per cent. to the six-month volume weighted average
price of 72.69 pence per BCPT Share for the six-month period ended 12 April
2024 (being the last Business Day prior to the commencement of the Offer
Period).
· The certainty of the Cash Consideration of the
Acquisition compares favourably to the risk-adjusted returns that may be
generated by a managed-wind down (with the Acquisition representing both an
acceleration of the timing of returns, and an improvement on the expected net
present value, to be delivered pursuant to a managed wind-down).
· As noted above, BCPT continues to face challenges in
terms of attracting new long-term investors and narrowing its share price
discount to NAV as a result of, among other things, BCPT's scale and
liquidity. The BCPT Board believes that BCPT's share price discount does not
reflect the current value of the underlying property assets, nor the
longer-term prospects of the portfolio, and the factors contributing to the
discount are unlikely to be overcome entirely in the short to medium term.
· Whilst, like many of its peers, BCPT's share price
discount to net asset value has narrowed since the commencement of the
Strategic Review, the BCPT Board has also considered the extent to which
BCPT's share price discount would have to continue to narrow in order to
deliver attractive returns to BCPT Shareholders relative to other strategic
options.
· Despite its high-quality portfolio, BCPT continues to
face challenges (as set out above), and the entrenched discount at which the
BCPT Shares trade means that the likelihood of BCPT being able to raise equity
to further reposition its portfolio or expand into attractive real estate
areas is limited.
· Although several assets within BCPT's portfolio offer
attractive potential income reversion and valuation upside, the delivery of
this upside is not certain and, in respect of a number of properties, would
require further capital expenditure. In addition, although BCPT has reduced
its exposure to the office sector, BCPT's office assets have continued to be a
drag on BCPT's performance.
· The Acquisition delivers liquidity and certainty for all
BCPT Shareholders and a streamlined solution for BCPT stakeholders noting, in
particular, that:
· investors that believe the UK commercial real estate
sector is close to, or at, the bottom of the market have the option to
reinvest their Cash Consideration, which is at a premium to the undisturbed
share price, into other REITs at a discount to NAV greater than that
represented by the Acquisition (being an 8.7 per cent. discount to BCPT's last
reported (unaudited) NAV per BCPT Share as at 30 June 2024);
· BCPT Shareholders who are concerned about further falls
in property values have a full exit from the sector; and
· BCPT Shareholders who wish to exit their investment in
BCPT because it no longer meets their liquidity requirements can do so without
destabilising the BCPT Share price.
Accordingly, the BCPT Directors intend to recommend unanimously that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and that BCPT
Shareholders vote in favour of the BCPT Resolution at the General Meeting (or,
in the event that the Acquisition is implemented by way of an Offer, that BCPT
Shareholders accept or procure acceptance of such Offer), as all BCPT
Directors who hold BCPT Shares have irrevocably undertaken to do in respect of
their own beneficial holdings totalling 177,766 BCPT Shares, representing, in
aggregate, approximately 0.03 per cent. of BCPT's issued ordinary share
capital (excluding BCPT Shares held in treasury) as at 3 September 2024 (being
the last Business Day prior to the date of this announcement). Further details
of these irrevocable undertakings (including the circumstances in which they
cease to be binding) are set out in Appendix 3 to this announcement.
6. Irrevocable undertakings
In addition to the irrevocable undertakings received from the BCPT Directors,
Bidco has received irrevocable undertakings from each of Aviva and AVI to, in
each case, vote in favour of the Scheme at the Court Meeting and the BCPT
Resolution at the General Meeting, if the Acquisition is implemented by way of
the Scheme or, if implemented by way of an Offer, to accept such Offer, in
respect of 181,032,359 BCPT Shares, representing approximately 25.80 per cent.
of BCPT's issued ordinary share capital (excluding BCPT Shares held in
treasury) on 3 September 2024 (being the last Business Day prior to the date
of this announcement).
In total, therefore, Bidco has procured irrevocable undertakings, including
those irrevocable undertakings from the BCPT Directors, to vote in favour of
the Scheme at the Court Meeting and the BCPT Resolution at the General Meeting
in respect of, in aggregate, 181,210,125 BCPT Shares, representing
approximately 25.83 per cent. of BCPT's issued ordinary share capital
(excluding BCPT Shares held in treasury) on 3 September 2024 (being the last
Business Day prior to the date of this announcement).
7. Information relating to Bidco and Starwood
Bidco
Bidco is a newly incorporated Guernsey company limited by shares formed on
behalf of Starwood Funds for the purposes of the Acquisition. Bidco has not
traded since the date of its incorporation, nor has it entered into any
obligations other than in connection with the Acquisition.
Starwood
Starwood Capital Group is a private investment firm with a core focus on
global real estate, energy infrastructure and oil & gas. Starwood Capital
Group and its affiliates maintain 16 offices in seven countries around the
world, and currently have approximately 5,000 employees. Since its inception
in 1991, Starwood Capital Group has raised over $75 billion of equity capital,
and currently has in excess of $115 billion of assets under management.
Starwood Capital Group has invested in virtually every category of real estate
on a global basis, opportunistically shifting asset classes, geographies and
positions in the capital stack as it perceives risk/reward dynamics to be
evolving.
Over the past 33 years, Starwood Capital Group and its affiliates have
successfully executed an investment strategy that involves building
enterprises in both the private and public markets. Additional information can
be found at https://www.starwoodcapital.com/
8. Information relating to BCPT
BCPT is a company limited by shares incorporated in Guernsey under the
Companies Law of Guernsey and is authorised by the GFSC as a closed ended
collective investment scheme. BCPT Shares are admitted to listing on the
Official List and to trading on the Main Market.
BCPT is a UK REIT which is a constituent of the FTSE 250 index, with a
diversified portfolio invested exclusively in the UK. BCPT's investment
objective is to provide shareholders with an attractive level of income
together with the potential for capital and income growth from investing in a
diversified UK commercial property portfolio.
BCPT's portfolio comprises 28 properties with a value of £882.7 million
(based on the last reported valuations as at 30 June 2024). As at 12 April
2024 (being the last Business Day prior to the commencement of the Offer
Period) BCPT had a market capitalisation of approximately £554.2 million. As
at 3 September 2024 (being the last Business Day prior to the date of this
announcement), BCPT had a market capitalisation of approximately £598.4
million.
BCPT's portfolio comprises assets across a diverse mix of sectors. Following
completion of the Manchester Disposal on 3 September 2024, the portfolio is
distributed between the following sectors:
(a) Industrial (c. 37.6 per cent. of the portfolio based on
30 June 2024 valuations) comprising 14 properties (including a mix of
industrial and logistics assets) in strategic locations, predominantly in the
North West and the Midlands;
(b) Offices (c. 14.4 per cent. of the portfolio based on 30
June 2024 valuations) comprising seven regional office assets and the "plug
and play" office space at St Christopher's Place. BCPT has disposed of seven
office holdings since the start of December 2024, materially reducing the
portfolio's exposure to this underperforming sector, at a modest discount to
preceding valuations;
(c) Retail (c. 20.8 per cent. of the portfolio based on 30
June 2024 valuations) with exposure through St Christopher's Place's retail
offering and two other London properties;
(d) Retail warehousing (c. 15.1 per cent. of the portfolio
based on 30 June 2024 valuations) comprising two adjacent properties in
Solihull and Newbury Retail Park; and
(e) Alternatives (c. 12.1 per cent. of the portfolio based
on 30 June 2024 valuations), mainly represented by the residential element of
St Christopher's Place and BCPT's purpose-built student accommodation in
Winchester.
As at the last Business Day prior to the commencement of the Offer Period,
BCPT had in issue 701,550,187 ordinary shares of one penny each (excluding
shares held in treasury). The ISIN for the BCPT Shares is GG00B4ZPCJ00.
Current trading
For details of BCPT's current trading and prospects, please refer to the
announcement of BCPT's unaudited NAV as at 30 June 2024 dated 29 July 2024, a
copy of which is available on BCPT's website at
https://www.columbiathreadneedle.co.uk/BCPT-strategic-review/
(https://www.columbiathreadneedle.co.uk/BCPT-strategic-review/) .
Financing
The BCPT Group currently has a £260 million ten-year term loan facility
agreement with Legal & General Assurance Society Limited ("L&G Term
Loan"), which it entered into on 7 November 2014 and which matures on 31
December 2024. The L&G Term Loan is secured by means of fixed charges over
bank accounts and certain properties in the BCPT Group's property portfolio.
On 13 September 2023, following a review of its financing options, BCPT's
subsidiary, SCP Estate Holdings Limited ("SCPEH") and its subsidiaries,
entered into a new, initially two-year £320 million revolving credit and term
loan bridging facilities agreement with Barclays Bank PLC and HSBC UK Bank PLC
(together, in such capacity, the "New Lenders"). Under this facilities
agreement, the New Lenders made available a £260 million term bridging loan
("New Term Loan"), which can only be drawn to refinance the L&G Term Loan,
and a £60 million revolving credit facility ("RCF" and together with the New
Term Loan, the "New Debt Facilities"). The New Term Loan enables the BCPT
Group to retain the competitively priced L&G Term Loan up to its maturity
date.
BCPT has two one-year extension options in respect of the New Debt Facilities,
the first of which must be exercised by no later than 15 November 2024. The
acceptance and implementation of any such extension request are at the sole
discretion of the New Lenders. The New Debt Facilities are currently secured
by means of fixed charges over properties in the BCPT Group's portfolio that
are not otherwise secured in favour of L&G pursuant to the L&G Term
Loan.
As at the date of this announcement SCPEH has not yet submitted a formal
request to extend the New Debt Facilities and it does not have any outstanding
utilisations under the RCF.
9. BCPT Continuation Vote
BCPT's articles of incorporation (the "Articles") require that BCPT hold a
continuation vote in 2024 (the "Continuation Vote"). If the Continuation Vote
is not passed, the BCPT Board shall, within twelve months of the meeting at
which the Continuation Vote was held, convene an extraordinary general meeting
of BCPT at which a special resolution shall be proposed to BCPT Shareholders
for the winding up of BCPT and/or a special resolution shall be proposed to
the members of the Company for the reconstruction of BCPT, provided that such
resolution for the reconstruction of BCPT shall, if passed, provide an option
to BCPT Shareholders to elect to realise their investment in BCPT in full.
In the light of the proposed Acquisition, and based on the expected timetable
for the Scheme, the BCPT Board does not expect to hold the Continuation Vote
prior to the Effective Date.
10. Dividends
BCPT pays a monthly interim dividend to BCPT Shareholders, currently at a rate
of 0.44 pence per BCPT Share per month.
In the light of the proposed Acquisition, the BCPT Board does not intend to
declare or pay any further dividends prior to the Effective Date save to the
extent required to ensure compliance with the REIT regime.
If, on or after the date of this announcement, any dividend is declared, made
or paid or becomes payable in respect of the BCPT Shares, the Cash
Consideration shall automatically be reduced by an amount equal to the amount
of such dividend. In such circumstances, BCPT Shareholders would be entitled
to receive and retain any such dividend.
11. Strategic plans, management, employees, pensions, research and
development and locations
Strategic plans
Bidco recognises the quality of BCPT's diversified portfolio of property
assets whilst also acknowledging that BCPT's shares continue to trade at a
persistent discount to NAV, constraining its access to capital whilst also
suffering the costs and constraints associated with being a publicly owned
company.
Starwood intends to leverage its experience and expertise as a global real
estate investor across a range of sectors to navigate such challenges and
optimise BCPT's portfolio.
As noted above, prior to the date of this announcement Bidco has been granted
access to various materials and individuals for the purposes of confirmatory
due diligence. Following completion of the Acquisition, Bidco intends to
undertake a more detailed evaluation of the BCPT Group's assets. Bidco expects
that this evaluation will be completed within approximately six months from
the Effective Date. The evaluation will include:
• reviewing BCPT's portfolio to identify any non-core
assets in addition to those already disposed of as part of BCPT's historic
strategic disposal programme; and
• assessing potential value accretion strategies that
will support optimising the BCPT portfolio.
The timing and phasing of any further disposals will be based upon prevailing
market conditions and the required asset optimisation (which will necessarily
be individual asset specific) of any such disposals.
Employees, management and pensions
As an externally-managed REIT, BCPT does not have any employees and therefore
does not operate any pension schemes, nor does it have any arrangements in
place for any employee involvement in its capital.
Board composition and governance
Bidco intends to delist BCPT and to surrender BCPT's authorisation as a
collective investment scheme regulated by the GFSC following the Effective
Date. Consequently, BCPT will not require listed company governance structures
and accordingly, it is intended that each of the BCPT Directors will step down
from the board of BCPT and its subsidiaries (as applicable) on or shortly
following the Effective Date.
Management incentivisation
Bidco has no intention to implement any form of management incentivisation
with BCPT's existing investment manager, Columbia Threadneedle Investment
Business Limited (the "Investment Manager"), or any of its employees.
Headquarters, locations, fixed assets and research and development
BCPT has no fixed place of business, fixed assets (other than its property
portfolio), research and development function or headquarters.
The registered office of BCPT will remain unchanged following completion of
the Acquisition.
Investment management arrangements
Following completion of the Acquisition, Bidco intends to appoint either a
third-party or a controlled affiliate of Starwood (the "New Manager") to
provide investment management, administrative and advisory services to the
BCPT Group. Accordingly, Bidco intends to terminate the IMA between BCPT and
the Investment Manager as soon as reasonably practicable following completion
of the Acquisition, in accordance with its terms.
TUPE
Bidco recognises that termination of the IMA may result in the transfer, under
TUPE, of the employment of certain persons employed by the Investment Manager
(or one of its group companies), who are wholly or mainly assigned to provide
services to BCPT (the "Employees") to the New Manager. Bidco intends to
cooperate with the Investment Manager on any such employee consultation
process required pursuant to the application of TUPE in relation to the
Employees.
Trading facilities
It is intended that dealings in, and registration of transfers of, BCPT Shares
(other than the registration of the transfer of the Scheme Shares to Bidco
pursuant to the Scheme) will be suspended shortly before the Effective Date at
a time to be set out in the Scheme Document. It is further intended that
applications will be made to the London Stock Exchange to cancel trading in
the BCPT Shares on the Main Market, and to the FCA to cancel the listing of
the BCPT Shares on the Official List, in each case with effect from or shortly
following the Effective Date. Further details about the delisting and
cancellation of trading of the BCPT Shares can be found in paragraph 16 of
this announcement.
Post-offer undertakings
No statements in this paragraph 11 are 'post-offer undertakings" for the
purposes of Rule 19.5 of the Takeover Code.
12. Financing of the Acquisition
The Cash Consideration payable to the Scheme Shareholders under the terms of
the Acquisition will be financed entirely by equity to be invested by funds
managed and/or advised by Starwood pursuant to the terms of the Equity
Commitment Letter.
Eastdil Secured, as financial adviser to Bidco, is satisfied that sufficient
resources are available to Bidco to satisfy in full the Cash Consideration
payable to the Scheme Shareholders under the terms of the Acquisition.
13. Offer‑related arrangements
Confidentiality Agreement
On 7 June 2024, BCPT and Starwood Capital European Operations Limited
("Starwood Europe") entered into a confidentiality agreement (the
"Confidentiality Agreement") in relation to the Acquisition, pursuant to
which, amongst other things, both parties have undertaken to: (a) subject to
certain exceptions, keep information relating to the other and the Acquisition
confidential and not to disclose it to third parties; and (b) use such
confidential information only in connection with the Acquisition. These
confidentiality obligations will remain in force for a period of 24 months
from the date of the Confidentiality Agreement (or, if earlier, the completion
of the Acquisition). The Confidentiality Agreement contains standstill
provisions which restricted Starwood Europe and controlled affiliates of
Starwood and any person acting in concert with Starwood from acquiring or
offering to acquire interests in certain securities of BCPT; those
restrictions ceased to apply on the making of this announcement.
14. Disclosure of interests in BCPT securities
As at the close of business on 3 September 2024 (being the last Business Day
prior to the date of this announcement), other than: (i) the disclosures set
out in this paragraph 14; and (ii) the irrevocable undertakings referred to in
paragraph 6 of this announcement, neither Bidco nor any director of Bidco nor,
so far as Bidco is aware, any person acting, or deemed to be acting, in
concert with Bidco, had:
(a) an interest in, or right to subscribe for, relevant securities of BCPT;
(b) any short position in (whether conditional or absolute and whether in
the money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery of, relevant securities of BCPT;
(c) procured an irrevocable commitment or letter of intent to accept the
terms of the Acquisition in respect of relevant securities of BCPT; or
(d) borrowed, lent or entered into any financial collateral arrangements (save
for any borrowed shares which had been either on-lent or sold) or dealing
arrangements of the kind referred to in Note 11 on the definition of acting in
concert in the Takeover Code in respect of any relevant securities of BCPT.
Other than the irrevocable undertakings described in paragraph 6 of this
announcement, no arrangement exists between Bidco or BCPT or any person acting
in concert with Bidco or BCPT in relation to BCPT Shares. For these purposes,
an arrangement includes any indemnity or option arrangement, and any agreement
or any understanding, formal or informal, of whatever nature, relating to BCPT
Shares which may be an inducement to deal or refrain from dealing in such
securities.
In this paragraph 14, "relevant securities of BCPT" means BCPT Shares and
securities convertible into, or rights to subscribe for, options (including
traded options) in respect thereof and derivatives referenced thereto.
15. Scheme process and Conditions to the Acquisition
It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement of BCPT, between BCPT and the Scheme
Shareholders, under Part VIII of the Companies Law of Guernsey, full details
of which will be set out in the Scheme Document. However, Bidco reserves the
right to effect the Acquisition by way of an Offer, subject to the consent of
the Panel.
The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued and to be issued ordinary share capital of BCPT. This is to be
achieved by the transfer of the Scheme Shares to Bidco in accordance with the
Scheme, in consideration for which the Scheme Shareholders who are on the
register of members of BCPT at the Scheme Record Time shall receive the Cash
Consideration on the basis set out in paragraph 2 above. The procedure
involves, among other things, an application by BCPT to the Court to sanction
the Scheme.
The implementation of the Acquisition is subject to the Conditions and certain
further terms set out in Appendix I to this announcement and to the full terms
and conditions which will be set out in the Scheme Document. To become
Effective, the Acquisition will require, amongst other things, the following
events to occur:
(i) the approval of the Scheme by a majority in number representing 75 per
cent. or more in value of votes cast by the Scheme Shareholders (or the
relevant class or classes thereof, if applicable) who are on the register of
members of BCPT at the Scheme Voting Record Time and who are present and vote,
whether in person or by proxy, at the Court Meeting and at any separate class
meeting which may be required by the Court or, in each case, at any
adjournment or postponement of any such meeting;
(ii) the BCPT Resolution required to implement the Scheme being duly passed by
BCPT Shareholders by the requisite majority or majorities of BCPT Shareholders
at the General Meeting;
(iii) the sanction of the Scheme by the Court (with or without modification
but subject to any modification being on terms acceptable to BCPT and Bidco);
and
(iv) the Scheme becoming unconditional and becoming Effective, subject to the
provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop
Date.
The Scheme shall lapse if:
· the Court Meeting and the General Meeting are not held by the 22nd
day after the expected date of such meetings as will be set out in the Scheme
Document (or such later date (if any) as may be agreed between Bidco and BCPT,
with the Panel's consent and (if required) that the Court may allow);
· the Sanction Hearing is not held by the 22nd day after the expected
date of such hearing as will be set out in the Scheme Document (or such later
date (if any) as may be agreed between Bidco and BCPT, with the Panel's
consent and (if required) that the Court may allow); or
· the Scheme does not become effective by 11.59 p.m. on the Long Stop
Date,
provided, however, that the deadlines for the timing of the Court Meeting, the
General Meeting and the Sanction Hearing as set out above may be waived by
Bidco, and the Long Stop Date, which is the deadline for the Scheme to become
Effective, may be extended by agreement between BCPT and Bidco (with the
Panel's consent and as the Court may allow (if such consent and/or approval is
required)).
The Acquisition can only become Effective if all Conditions, including those
described above, have been satisfied or, if capable of waiver, waived. If any
Condition is not capable of being satisfied by the date specified in that
Condition, Bidco shall make an announcement through a Regulatory Information
Service as soon as practicable and, in any event, by no later than 8.00 a.m.
on the first Business Day following the date so specified, stating whether
Bidco has invoked that Condition, waived that Condition, if capable of waiver,
or, with the agreement of BCPT, specified a new date by which that Condition
must be satisfied
Upon the Scheme becoming Effective, it shall be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Meetings and irrespective of how they voted at the Meetings.
The Scheme Document will contain full details of the Scheme and the necessary
actions to be taken by BCPT Shareholders, together with the expected timetable
for the Acquisition's implementation. It is expected that the Scheme Document
and the Forms of Proxy accompanying the Scheme Document will be published as
soon as reasonably practicable and, in any event, within 28 days of this
announcement (unless BCPT and Bidco otherwise agree, and the Panel consents).
The Scheme Document and Forms of Proxy will be posted to all BCPT Shareholders
as soon as practicable, at no charge to them.
Any BCPT Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The BCPT Resolution will, amongst other matters, provide
that the Articles be amended to incorporate provisions requiring any BCPT
Shares issued after the Scheme Record Time (other than to Bidco and/or its
nominees) to be automatically transferred to Bidco on the same terms as the
Acquisition (other than terms as to timings and formalities). The provisions
of the Articles (as amended) will prevent any person (other than Bidco and its
nominees) holding shares in the capital of BCPT after the Effective Date.
The Scheme will be governed by Guernsey law and will be subject to the
jurisdiction of the Court. The Scheme will be subject to, among other things,
the applicable requirements of the Takeover Code, the Panel, the FCA, the
Companies Law of Guernsey, the London Stock Exchange and the GFSC.
Right to switch to an Offer
Bidco reserves the right to elect, with the consent of the Panel (where
necessary), to implement the Acquisition by way of an Offer ("Switch"). In the
event of a Switch:
(i) the acceptance condition that will apply to the Offer shall be
determined by Bidco after (to the extent necessary) consultation with the
Panel, provided it shall be more than 50 per cent. of the BCPT Shares, and
Bidco shall ensure that the only conditions of the Offer shall be the
conditions set out in Part A of Appendix 1 to this announcement (subject to
replacing Condition 2 therein with the acceptance condition referred to
above). In all other respects, in the event of a Switch, the Acquisition shall
be implemented on substantially the same terms, so far as applicable, as those
which would apply to a Scheme, subject to appropriate modifications or
amendments which may be required by the Panel or which are necessary as a
result of such Switch; and
(ii) Bidco shall ensure that the Offer remains open for acceptances for at
least 21 days following the Offer becoming or being declared unconditional.
If the Acquisition is effected by way of an Offer and such Offer becomes or is
declared unconditional and sufficient acceptances are received, Bidco intends
to apply the provisions of Part XVIII of the Companies Law of Guernsey to
compulsorily acquire any outstanding BCPT Shares to which such Offer relates,
and for the listing of BCPT Shares on the London Stock Exchange to be
cancelled.
16. Delisting and cancellation of trading of BCPT Shares
The last day of dealings in BCPT Shares on the Main Market is currently
expected to be the Business Day immediately prior to the Effective Date and no
transfers will be registered after 6.00 p.m. on that date. It is intended that
dealings in BCPT Shares will be suspended shortly prior to the Effective Date,
at a time to be set out in the Scheme Document. It is further intended that an
application will be made to the London Stock Exchange for the cancellation of
the trading of the BCPT Shares on the Main Market, and the FCA will be
requested to cancel the listing of BCPT Shares on the Official List, in each
case to take effect on the second Business Day after the Effective Date, at
which point entitlements to BCPT Shares held within the CREST system will be
cancelled and share certificates in respect of BCPT Shares will cease to be
valid and should be destroyed.
17. Documents
Copies of the following documents will, by no later than 12 noon on 5
September 2024, be made available, subject to certain restrictions relating to
persons residing in Restricted Jurisdictions, on BCPT's website at
https://www.columbiathreadneedle.co.uk/BCPT-strategic-review/ and on Bidco's
website at https://www.starwoodbluebird.com/ until the end of the Acquisition:
· this announcement;
· the irrevocable undertakings referred to in paragraph 6 above and
summarised in Appendix 3 to this announcement;
· the Confidentiality Agreement;
· the Equity Commitment Letter; and
· the written consents from Eastdil Secured, Barclays and Dickson Minto
Advisers to being named in this announcement.
Neither the contents of the websites referred to in this announcement nor the
contents of any website accessible from hyperlinks is incorporated in, or
forms part of, this announcement.
18. General
The Acquisition will be on the terms and subject to the conditions set out
herein and in Appendix 1, and subject to the full terms and conditions which
will be set out in the Scheme Document. The Scheme Document will be sent to
BCPT Shareholders within 28 days of this announcement (or on such later date
(if any) as may be agreed with the Panel). The sources and bases of
calculation of certain information contained in this announcement are set out
in Appendix 2. Details of the irrevocable undertakings given in relation to
the Acquisition are set out in Appendix 3. Certain definitions and terms used
in this announcement are set out in Appendix 4.
This announcement does not constitute, or form part of, an offer or invitation
to purchase BCPT Shares or any other securities.
Barclays, Dickson Minto Advisers and Eastdil Secured have each given and not
withdrawn their consent to the publication of this announcement with the
inclusion herein of the references to their names in the form and context in
which they appear.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute or form part of an offer, invitation or the solicitation
of an offer or an invitation to purchase, or otherwise acquire, or subscribe
for, sell or otherwise dispose of any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or otherwise,
nor shall there be any purchase, sale, issuance or transfer of securities of
BCPT or such solicitation pursuant to the Acquisition in any jurisdiction in
contravention of applicable law. This announcement does not constitute a
prospectus or a prospectus equivalent document.
The Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the Offer
Document), which, together with the Forms of Proxy (or form of acceptance, if
applicable), will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. BCPT
Shareholders are advised to read the Scheme Document (including the associated
Forms of Proxy) (or, if the Acquisition is implemented by way of an Offer, the
Offer Document) carefully when it becomes available because it will contain
important information in relation to the Acquisition. Any decision in
respect of, or other response to, the Acquisition by BCPT Shareholders should
be made only on the basis of the information contained in the Scheme Document
(and/or, in the event that the Acquisition is to be implemented by way of an
Offer, the Offer Document).
This announcement has been prepared for the purpose of complying with English
and Guernsey law and the Takeover Code and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of jurisdictions
outside the United Kingdom and Guernsey.
The Acquisition will be subject to the applicable requirements of the Takeover
Code, the Panel, the FCA, the Companies Law of Guernsey, the London Stock
Exchange and the GFSC.
BCPT will prepare the Scheme Document to be distributed to BCPT Shareholders.
BCPT urges BCPT Shareholders to read the Scheme Document carefully when it
becomes available because it will contain important information in relation to
the Acquisition. Any vote in respect of the resolutions to be proposed at the
Court Meeting or the General Meeting to approve the Acquisition and related
matters should be made only on the basis of the information contained in the
Scheme Document.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.
Important notices about financial advisers
Eastdil Secured International Limited ("Eastdil Secured"), which is authorised
and regulated by the Financial Conduct Authority in the United Kingdom, is
acting exclusively as financial adviser for Bidco and Starwood and no one else
in connection with the Acquisition and other matters set out in this
announcement and will not be responsible to anyone other than Bidco and
Starwood for providing the protections afforded to clients of Eastdil Secured,
or for providing advice in connection with the Acquisition, the content of
this announcement or any matter referred to herein. Neither Eastdil Secured
nor any of its subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Eastdil Secured in connection with the
Acquisition, this announcement, any statement or other matter or arrangement
referred to herein or otherwise.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for BCPT and no one else in connection with
the matters set out in this announcement and will not be responsible to anyone
other than BCPT for providing the protections afforded to clients of Barclays
nor for providing advice in relation to the matters set out in or referred to
in this announcement. In accordance with the Code, normal United Kingdom
market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in BCPT securities
on the London Stock Exchange. These purchases and activities by exempt
principal traders which are required to be made public in the United Kingdom
pursuant to the Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly disclosed
in the United States to the extent that such information is made public in the
United Kingdom.
Dickson Minto Advisers LLP ("Dickson Minto Advisers"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for BCPT and for no one else in connection with the Strategic
Review, the Acquisition and any other matters referred to in this announcement
and will not be responsible to anyone other than BCPT for providing the
protections afforded to clients of Dickson Minto Advisers nor for providing
advice in connection with the Strategic Review, the Acquisition and any other
matters referred to in this announcement. Neither Dickson Minto Advisers nor
any of its affiliates (nor any of its or their respective directors, officers,
employees, members, representatives or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Dickson Minto Advisers in connection with
the Strategic Review, the Acquisition and any other matters referred to in
this announcement, any statement contained herein or otherwise.
Overseas Shareholders
This announcement has been prepared in accordance with English and Guernsey
law, the Takeover Code, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and information disclosed may not be the same
as that which would have been prepared in accordance with the laws of
jurisdictions outside the UK and Guernsey. The release, publication or
distribution of this announcement in, into or from jurisdictions other than
the UK or Guernsey may be restricted by law and, therefore, any persons who
are subject to the law of any jurisdiction other than the UK or Guernsey
should inform themselves about, and observe, any applicable legal or
regulatory requirements.
The availability of the Acquisition to BCPT Shareholders who are not resident
in and citizens of the UK or Guernsey may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the UK or Guernsey should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom or Guernsey to vote their Scheme Shares with
respect to the Scheme at the Court Meeting and their BCPT Shares at the
General Meeting, or to appoint another person as proxy to vote at the Court
Meeting and/or the General Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located or to which they
are subject. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent (including without limitation by electronic means) in or
into or from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect of the
Acquisition. If the Acquisition is implemented by way of an Offer (unless
otherwise permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Offer may not be capable of acceptance by
any such use, means, instrumentality or facilities.
Notice to US investors in BCPT
The US holders of BCPT Shares should note that the Acquisition relates to the
shares of a Guernsey company which are admitted to listing on the closed-ended
investment funds category of the Official List and to trading on the Main
Market and is proposed to be implemented by means of a scheme of arrangement
provided for under the laws of Guernsey. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy solicitation
rules under the Exchange Act. Accordingly, the Acquisition is subject to the
procedural and disclosure requirements, rules and practices applicable in the
UK and Guernsey involving a target company incorporated in Guernsey whose
shares are admitted to listing on the closed-ended investment funds category
of the Official List and to trading on the Main Market, which differ from the
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement or that may be
included in the Scheme Document has been (or will be) prepared in accordance
with UK IFRS or EU IFRS and thus may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States. Generally accepted accounting principles in the United States
differ in certain significant respects from UK IFRS and EU IFRS.
Bidco reserves the right, subject to obtaining the prior consent of the Panel,
to elect to implement the Acquisition by way of an Offer. If, in the
future, Bidco exercises its right to implement the Acquisition by way of an
Offer, and determines to extend the Offer into the United States, such Offer
and the Acquisition will be made in compliance with the applicable US laws and
regulations including to the extent applicable Section 14(e) of the Exchange
Act and Regulation 14E thereunder, and in accordance with the Takeover Code.
Accordingly, the Acquisition would be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are different
from those applicable under US domestic tender offer procedures and law. Such
an Offer would be made in the United States by Bidco and no one else.
It may be difficult for US holders of BCPT Shares to enforce their rights and
any claim arising out of the US federal laws in connection with the
Acquisition, since each of Bidco and BCPT are located in a non-US
jurisdiction, and some or all of their officers and directors may be residents
of, and some or all of their assets may be located in, a non-US jurisdiction.
US holders of BCPT Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.
None of the securities referred to in this announcement have been approved or
disapproved by the US Securities and Exchange Commission, any US state
securities commission or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Acquisition, or determined if the information contained in
this announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the US.
US BCPT Shareholders also should be aware that the transaction contemplated
herein (including the receipt of consideration pursuant to the Acquisition)
may have tax consequences in the US and that such consequences, if any, are
not described herein. US BCPT Shareholders are urged to consult their
independent legal, tax and financial advisers in connection with making a
decision regarding this transaction.
In accordance with the Takeover Code and to the extent permitted under Rule
14e-5(b) under the Exchange Act, Bidco, certain affiliated companies or their
respective nominees, or brokers (acting as agents) may from time to time make
certain purchases of, or arrangements to purchase, BCPT securities other than
pursuant to the Acquisition, either in the open market at prevailing prices or
through privately negotiated purchases at negotiated prices outside the US
until the date on which the Scheme becomes Effective, lapses or is otherwise
withdrawn (or, if the Acquisition is implemented by way of an Offer, before or
during the period in which such Offer would remain open for acceptance). To
the extent required by Rule 14e-5(b), such purchases, or arrangements to
purchase, must comply with English law, the Takeover Code and the UK Listing
Rules. Any information about such purchases will be disclosed to the Panel
and, to the extent that such information is required to be publicly disclosed
in the United Kingdom in accordance with applicable regulatory requirements,
will be made available to all investors (including US investors) via the
Regulatory Information Service on the London Stock Exchange website at
www.londonstockexchange.com.
Forward-looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements regarding the Acquisition, and other
information published by Bidco and BCPT contain statements which are, or may
be deemed to be, "forward-looking statements". Forward-looking statements are
statements of future expectations which are prospective in nature and are not
based on historical facts, but rather on current expectations, projections and
assumptions of the management of Bidco and BCPT (as the case may be) about
future events, and are, therefore, subject to risks, uncertainties and changes
in circumstances that could cause actual results, performance or events to
differ materially from those expressed or implied in these statements.
The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco and
BCPT (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. All statements other than statements of historical fact are,
or may be deemed to be, forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "aims", "hopes", "expects" or "does not expect", "is
expected", "is subject to", "budget", "projects", "strategy", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases and statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved.
All forward-looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Although Bidco and BCPT believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco and BCPT
(and their respective associates, directors, officers and advisers) can give
no representation, assurance or guarantee that such expectations will prove to
be correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that are
expected to occur in the future. There are a number of factors that could
cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
expected timeframe; future market conditions, changes in general economic and
business conditions, the behaviour of other market participants, the
anticipated benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the countries
in which Bidco and BCPT operate, weak, volatile or illiquid capital and/or
credit markets, changes in tax rates, interest rate and currency value
fluctuations, the degree of competition in the geographic and business areas
in which Bidco and BCPT operate, and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Bidco nor BCPT, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
You are cautioned not to place any reliance on these forward-looking
statements.
Specifically, statements of estimated cost savings and synergies, if any,
relate to future actions and circumstances which, by their nature, involve
risks, uncertainties and contingencies. As a result, any cost savings and
synergies referred to may not be achieved, may be achieved later or sooner
than estimated, or those achieved could be materially different from those
estimated.
Each forward-looking statement speaks only as of the date of this
announcement. Except as required by applicable law and by the rules of any
competent regulatory authority, neither Bidco nor BCPT is under any
obligation, and Bidco and BCPT expressly disclaim any intention or obligation,
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for BCPT for the current or future financial periods would necessarily
match or exceed the historical published earnings or earnings per share for
BCPT.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th Business Day (as
defined in the Takeover Code) following the commencement of the offer period
and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day (as defined in the Takeover Code) following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the Business Day (as defined in the
Takeover Code) following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Code.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
A copy of this announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on BCPT's website at
https://www.columbiathreadneedle.co.uk/BCPT-strategic-review/ and on Bidco's
website at https://www.starwoodbluebird.com/ promptly and in any event by no
later than 12 noon on the Business Day following the date of this
announcement. The content of the websites referred to in this announcement
is not incorporated into and does not form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, BCPT Shareholders and
persons with information rights may request a hard copy of this announcement
by contacting BCPT's registrar, Computershare Investor Services (Guernsey)
Limited ("Computershare"), c/o The Pavilions, Bridgwater Road, Bristol BS99
6ZY or by calling Computershare on +44(0)370 707 4040. Calls are charged at
the standard geographical rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are
open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday
(excluding public holidays in England and Wales). Please note that
Computershare cannot provide any financial, legal or tax advice. Calls may be
recorded and monitored for security and training purposes. In accordance with
Rule 30.3 of the Takeover Code, a person so entitled may also request that all
future documents, announcements and information be sent to them in relation to
the Acquisition should be in hard copy form. For persons who receive a copy
of this announcement in electronic form or via a website notification, a hard
copy of this announcement will not be sent unless so requested. Such persons
may also request that all future documents, announcements and information to
be sent to them in relation to the Acquisition should be in hard copy form.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the UK or,
if not, from an appropriately authorised independent financial adviser.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by BCPT Shareholders, persons with information rights and
other relevant persons for the receipt of communications from BCPT may be
provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.
Appendix 1
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
Part A: Conditions to the Scheme and Acquisition
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date.
Conditions of the Scheme
2. The Scheme will be conditional upon the following
Conditions:
(a)
(i) its approval by a majority in number representing 75 per
cent or more in value of votes cast by, Scheme Shareholders (or the relevant
class or classes thereof, if applicable) who are on the register of members of
BCPT at the Scheme Voting Record Time and who are present and vote, whether in
person or by proxy, at the Court Meeting, and at any separate class meeting
which may be required by the Court, or, in each case, at any adjournment or
postponement of any such meeting, and
(ii) the Court Meeting being held on or before the 22nd day
after the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date (if any) as may be agreed by Bidco
and BCPT with the consent of the Panel and (if required) that the Court may
allow);
(b)
(i) all resolutions in connection with, or necessary to
approve and implement, the Scheme, as set out in the notice of the General
Meeting, being duly passed by the requisite majority or majorities of BCPT
Shareholders at the General Meeting or at any adjournment or postponement of
that meeting; and
(ii) the General Meeting being held on or before the 22nd day
after the expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date (if any) as may be agreed by Bidco
and BCPT with the consent of the Panel and (if required) that the Court may
allow); and
(c)
(i) the sanction of the Scheme by the Court (with or without
modification (but subject to any such modification being on terms acceptable
to Bidco and BCPT)); and
(ii) the Sanction Hearing being held on or before the 22nd day
after the expected date of the Sanction Hearing to be set out either in (X)
the Scheme Document (or such later date (if any) as may be agreed by Bidco and
BCPT with the consent of the Panel and (if required) that the Court may
allow); or (Y) in the event that such expected date remains unknown at the
time of publication of the Scheme Document and the Scheme Document identifies
any date as indicative only, in any update announcement issued through a
Regulatory Information Service pursuant to paragraph 6(a) of Appendix 7 of the
Takeover Code) (or such later date (if any) as may be agreed by Bidco and BCPT
(and that the Court may allow)).
General conditions
3. In addition, Bidco and BCPT have agreed that, subject to
(i) the terms of Part B of this Appendix 1; and (ii) the requirements of the
Panel, the Acquisition will be conditional upon the following Conditions
having been satisfied or, where applicable, waived and, accordingly, the
necessary actions to make the Scheme Effective will not be taken unless the
following Conditions (as amended if appropriate) have been satisfied or, where
relevant, waived prior to the Scheme being sanctioned by the Court:
Third Party clearances
(a) no central bank, government or governmental,
quasi‑governmental, state or local government, supranational, statutory,
regulatory, antitrust, environmental, administrative, fiscal or investigative
body, authority, court, agency, association, institution or any other body or
person whatsoever in any relevant jurisdiction (each a "Third Party") having
given notice of a decision to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, or having
enacted, made or proposed any statute, regulation, decision, order or change
to published practice or having taken any other steps, and there not
continuing to be outstanding any statute, regulation, decision or order, which
would or might reasonably be expected to, in any case to an extent or in a
manner which is or would be material in the context of the Wider BCPT Group or
the Acquisition:
(i) make the Acquisition, its implementation or the
acquisition or proposed acquisition of any shares or other securities in, or
control or management of any member of the Wider BCPT Group by any member of
the Wider Bidco Group void, illegal and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise, directly or indirectly, prohibit,
restrain, restrict, materially delay or otherwise interfere with the
implementation of the same, or impose material additional conditions or
obligations with respect thereto, or require amendment of the terms of the
Scheme;
(ii) require, prevent or materially delay the divestiture or
alter the terms envisaged for any proposed divestiture by any member of the
Wider Bidco Group or by any member of the Wider BCPT Group of all or any part
of their respective businesses, assets or property, or impose any limitation
on the ability of all or any of them to conduct their respective businesses
(or any of them) or to own, control or manage any of their respective assets
or properties (or any part thereof) which, in any such case, is material in
the context of the Wider BCPT Group or Wider Bidco Group (as applicable) taken
as a whole or in the context of the Acquisition;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group directly or
indirectly to acquire or hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in BCPT (or any member of
the Wider BCPT Group) or on the ability of any member of the Wider BCPT Group
or any member of the Wider Bidco Group, directly or indirectly, to hold or
exercise effectively any rights of ownership in respect of shares or other
securities (or the equivalent) in, or to exercise management control over, any
member of the Wider BCPT Group to an extent which is material in the context
of the Wider BCPT Group or Wider Bidco Group (as applicable) taken as a whole
or in the context of the Acquisition;
(iv) except as envisaged in the implementation of the Acquisition
or by Part XVIII of the Companies Law of Guernsey, require any member of the
Wider Bidco Group or the Wider BCPT Group to acquire or offer to acquire any
shares, other securities (or the equivalent) or interest in any member of the
Wider BCPT Group or any asset owned by any third party;
(v) require, prevent or materially delay a divestiture by any
member of the Wider Bidco Group of any shares or other securities in any
member of the Wider BCPT Group;
(vi) result in any member of the Wider BCPT Group ceasing to be
able to carry on business under any name under which it presently carries on
business which is material in the context of the Wider BCPT Group taken as a
whole or in the context of the Acquisition;
(vii) impose any limitation on the ability of any member of the
Wider Bidco Group or any member of the Wider BCPT Group to integrate or
co‑ordinate all or any part of its businesses with all or any part of the
business of any other member of the Wider Bidco Group and/or the Wider BCPT
Group which is adverse to, and material in the context of, the Wider Bidco
Group or the Wider BCPT Group, in either case, taken as a whole or in the
context of the Acquisition; or
(viii) except as Disclosed, otherwise adversely affect the business,
assets, value, profits or prospects of any member of the Wider BCPT Group or
any member of the Wider Bidco Group to an extent which is material in the
context of the Wider BCPT Group taken as a whole or in the context of the
Acquisition,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party may institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any relevant jurisdiction
in respect of the proposed acquisition of any BCPT Shares having expired,
lapsed, or been terminated;
(b) all notifications, filings or applications which are
necessary or reasonably considered by Bidco to be (including merger control
notifications to relevant national antitrust authorities) necessary having
been made in connection with the Acquisition and all necessary waiting and
other time periods (including any extensions thereof) under any applicable
legislation or regulation of any relevant jurisdiction having expired, lapsed
or been terminated (as appropriate) and all statutory and regulatory
obligations in any relevant jurisdiction having been complied with in respect
of the Acquisition, in each case where the direct consequence of a failure to
make such notification, filing or application or to wait for the expiry, lapse
or termination of any such waiting or other time period would be unlawful in
any relevant jurisdiction or have a material adverse effect on the Wider BCPT
Group, any member of the Wider Bidco Group or the ability of Bidco to
implement the Scheme;
(c) all Authorisations necessary or reasonably considered by
Bidco to be necessary in any relevant jurisdiction for or in respect of the
Acquisition or the proposed acquisition of any shares or other securities in,
or control of, BCPT by any member of the Wider Bidco Group having been
obtained in terms and in a form reasonably satisfactory to Bidco from all
appropriate Third Parties or (without prejudice to the generality of the
foregoing) from any person or bodies with whom any member of the Wider BCPT
Group has entered into contractual arrangements where the direct consequence
of a failure to obtain such Authorisation would render the Acquisition to be
unlawful in any relevant jurisdiction or have a material adverse effect on the
Wider BCPT Group, any member of the Wider Bidco Group or the ability of Bidco
to implement the Acquisition and all such Authorisations (together with all
Authorisations necessary to carry on the business of any member of the Wider
BCPT Group in any jurisdiction which is material in the context of the Wider
Bidco Group or the Wider BCPT Group as a whole or of the financing of the
Acquisition) remaining in full force and effect and there being no notice or
intimation of an intention to revoke, suspend, restrict, modify or not to
renew such Authorisations;
(d) no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other order issued and
being in effect by a court or other Third Party which has the effect of making
the Acquisition or any acquisition or proposed acquisition of any shares or
other securities or control or management of, any member of the Wider BCPT
Group by any member of the Wider Bidco Group, or the implementation of either
of them, void, voidable, illegal and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise directly or indirectly prohibiting,
preventing, restraining, restricting, materially delaying or otherwise
materially interfering with the completion or the approval of the Acquisition
or any matter arising from the proposed acquisition of any shares or other
securities in, or control or management of, any member of the Wider BCPT Group
by any member of the Wider Bidco Group;
Confirmation of absence of adverse circumstances
(e) except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit or other instrument to which any
member of the Wider BCPT Group is a party or by or to which any such member or
any of its assets is or may be bound, entitled or subject or any circumstance
which, as a consequence of the Acquisition or the proposed acquisition by any
member of the Wider Bidco Group of any shares or other securities in BCPT or
because of a change in the control or management of BCPT or otherwise, would
or might reasonably be expected to result in (in each case to an extent which
is material and adverse in the context of the Wider BCPT Group taken as a
whole, or material in the context of the Acquisition):
(i) any monies borrowed by, or any other indebtedness, actual
or contingent of, or any grant available to, any such member of the Wider BCPT
Group being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;
(ii) any such arrangement, agreement, licence, permit or other
instrument or the rights, liabilities, obligations or interests of any member
of the Wider BCPT Group thereunder being terminated or adversely modified or
adversely affected or any onerous obligation or onerous liability arising or
any adverse action being taken or arising thereunder;
(iii) any assets or interests of any member of the Wider BCPT
Group being or falling to be disposed of or charged or ceasing to be available
to any such member of the Wider BCPT Group or any right arising under which
any such asset or interest could be required to be disposed of or charged or
could cease to be available to any member of the Wider BCPT Group otherwise
than in the ordinary course of business;
(iv) other than in the ordinary course of business, the creation
or enforcement of any mortgage, charge or other security interest over the
whole or any part of the business, property, assets or interest of any member
of the Wider BCPT Group or any such mortgage, charge or other security
interest (whenever created, arising or having arisen) becoming enforceable;
(v) the value of the Wider BCPT Group or its financial or
trading position or prospects being prejudiced or adversely affected;
(vi) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider BCPT Group (including any material tax
liability) other than trade creditors or other liabilities incurred in the
ordinary course of business or in connection with the Acquisition;
(vii) save as envisaged in the implementation of the Acquisition or
by Part XVIII of the Companies Law of Guernsey, any requirement on any member
of the Wider BCPT Group to acquire, subscribe, pay up or repay any shares or
other securities (or the equivalent),
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider BCPT Group is a party or by or to which any such member or
any of its assets are bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
Conditions 3(e)(i) to (vii) above, in each case to the extent material in the
context of the Wider BCPT Group taken as a whole.
Certain events occurring since 31 December 2023
(f) except as Disclosed, no member of the Wider BCPT Group
having, since 31 December 2023:
(i) save as between BCPT and wholly‑owned subsidiaries and
subsidiary undertakings of BCPT or between such wholly‑owned subsidiaries
and subsidiary undertakings of BCPT and save for the issue or transfer out of
treasury of BCPT Shares, issued or agreed to issue, authorised or proposed the
issue of additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or options to
subscribe for, or acquire, any such shares or convertible securities;
(ii) save as between BCPT and wholly‑owned subsidiaries and
subsidiary undertakings of BCPT or between such wholly‑owned subsidiaries
and subsidiary undertakings of BCPT, recommended, declared, paid or made or
agreed to recommend, declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise);
(iii) save for intra-BCPT Group transactions, merged with (by
statutory merger or otherwise) or demerged with any body corporate,
partnership or business or acquired or disposed of, or transferred, mortgaged
or charged or created any security interest over, any assets or any right,
title or interest in any asset (including shares and trade investments) or
authorised, proposed or announced any intention to do, in each case other than
in the ordinary course and, in each case, to the extent which is material in
the context of the Wider BCPT Group taken as a whole or material in the
context of the Acquisition;
(iv) save for intra-BCPT Group transactions, made, authorised,
proposed or announced an intention to propose any change in its loan capital
to the extent which is material in the context of the Wider BCPT Group taken
as a whole or material in the context of the Acquisition;
(v) issued, authorised, proposed or announced its intention to
issue, or made any change in or to the terms of, any debentures or (save for
intra-BCPT Group transactions), save in the ordinary course of business,
incurred or increased any indebtedness or become subject to any contingent
liability which is material in the context of the Wider BCPT Group taken as a
whole or material in the context of the Acquisition;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) (otherwise than in
the ordinary course of business) which is of a long term, unusual or onerous
nature or magnitude or which involves or could reasonably be expected to
involve an obligation of such a nature or magnitude or which is or could be
reasonably likely to be restrictive on the business of any member of the Wider
BNRS Group and which is material or would be reasonably likely to be material
in the context of the Wider BCPT Group taken as a whole or material in the
context of the Acquisition;
(vii) put in place any pension schemes for any director of any
member of the Wider BCPT Group or their dependants;
(viii) proposed or agreed to provide any share option incentive scheme
or other benefit relating to the employment or termination of employment of
any director of any member of the Wider BCPT Group;
(ix) entered into, implemented or authorised the entry into, any
joint venture, asset or profit sharing arrangement, partnership or merger of
business or corporate entities (other than the Scheme) otherwise than in the
ordinary course of business which is material in the context of the Wider BCPT
Group taken as a whole or in the context of the Acquisition;
(x) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub‑paragraph (i) above,
made any other change to any part of its share capital to an extent which
(other than in the case of BCPT) is material in the context of the Wider BCPT
Group taken as a whole;
(xi) other than with respect to claims between BCPT and its wholly
owned subsidiaries (or between such subsidiaries), waived, compromised,
abandoned or settled any claim or regulatory proceeding (whether actual or
threatened and whether by or against any member of the Wider BCPT Group)
otherwise than in the ordinary course of business and which is material in the
context of the Wider BCPT Group taken as a whole or in the context of the
Acquisition;
(xii) made any alteration to its articles of incorporation or other
incorporation documents (in each case, other than in connection with the
Acquisition or the Scheme) which is material in the context of the Wider BCPT
Group taken as a whole or in the context of the Acquisition;
(xiii) (other than in respect of a member of the Wider BCPT Group
which is dormant and was solvent at the relevant time) taken any steps,
corporate action or had any legal proceedings started or threatened against it
in relation to the suspension of payments, a moratorium of any indebtedness,
its winding‑up (voluntary or otherwise), dissolution or reorganisation or
for the appointment of any administrator, receiver, manager, administrative
receiver, trustee or similar officer of all or any part of its assets or
revenues or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person appointed, in each
case to the extent which is material in the context of the Wider BCPT Group
taken as a whole or in the context of the Acquisition;
(xiv) undertaken:
a) a conversion under Part V of the Companies Law of Guernsey;
b) an amalgamation under Part VI of the Companies Law of Guernsey;
c) a migration under Part VII of the Companies Law of Guernsey; or
d) an arrangement or reconstruction (other than the Scheme) under Part
VIII of the Companies Law of Guernsey;
(xv) except with the consent of Bidco, having taken (or agreed or
proposed to take) any action which requires, or would require, the consent of
the Panel or the approval of BCPT Shareholders in general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or
(xvi) entered into any contract, commitment, agreement or arrangement
other than in the ordinary course of business or passed any resolution or made
any offer (which remains open for acceptance) with respect to or announced any
intention to, or to propose to, effect any of the transactions, matters or
events referred to in this Condition;
No material adverse change, litigation or regulatory enquiry
(g) except as Disclosed, since 31 December 2023 there having
been:
(i) no adverse change or deterioration in the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Wider BCPT Group which is material in the
context of the Wider BCPT Group taken as a whole or in the context of the
Acquisition and no circumstances have arisen which would or might reasonably
be expected to result in any such adverse change or deterioration;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider BCPT Group is or may
become a party (whether as claimant or defendant or otherwise) and no enquiry,
review or investigation or enforcement proceedings by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
BCPT Group having been threatened, announced, implemented or instituted by or
against, or remaining outstanding in respect of, any member of the Wider BCPT
Group which, in any such case, has had or might reasonably be expected to have
a material adverse effect on the Wider BCPT Group taken as a whole or material
in the context of the Acquisition;
(iii) no contingent or other liability having arisen or become
apparent which has had or is reasonably likely to adversely affect the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider BCPT Group to an extent
which is material in the context of the Wider BCPT Group taken as a whole or
material in the context of the Acquisition;
(iv) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence or permit held by any member of the
Wider BCPT Group, which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or modification of
which has had, or would reasonably be expected to have, an adverse effect
which is material in the context of the Wider BCPT Group taken as a whole or
material in the context of the Acquisition; and
(v) no member of the Wider BCPT Group having conducted its
business in breach of any applicable laws and regulations which in any case is
material in the context of the Wider BCPT Group taken as a whole or material
in the context of the Acquisition.
No discovery of certain matters
(h) except as Disclosed, Bidco not having discovered:
(i) that any financial, business or other information
concerning the Wider BCPT Group publicly announced by or on behalf of any
member of the Wider BCPT Group before the date of this announcement is
materially misleading, contains any misrepresentation of fact or omits to
state a fact necessary to make that information not misleading, in each case,
to the extent which is material in the context of the Wider BCPT Group taken
as a whole or material in the context of the Acquisition;
(ii) that, since 31 December 2023, any member of the Wider BCPT
Group is subject to any liability, contingent or otherwise, in any case to the
extent which is material in the context of the Wider BCPT Group taken as a
whole or material in the context of the Acquisition; or
(iii) any information which affects the import of any information
Disclosed by or on behalf of any member of the Wider BCPT Group which is
material in the context of the Wider BCPT Group taken as a whole or material
in the context of the Acquisition;
Environmental liabilities
(i) except as Disclosed, Bidco not having discovered that:
(i) any past or present member of the Wider BCPT Group has
failed to comply with any applicable legislation or regulation of any relevant
jurisdiction with regard to the use, treatment, handling, storage, carriage,
disposal, spillage, release, discharge, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment or harm
human health or animal health or otherwise relating to environmental matters
or the health and safety of humans, or that there has otherwise been any such
use, treatment, handling, storage, transport, disposal, spillage, release,
discharge, leak or emission (whether or not this constituted a non-compliance
by any person with any such legislation or regulations, and wherever the same
may have taken place) which non-compliance, in any case, would be reasonably
likely to give rise to any liability (whether actual or contingent) or cost on
the part of any member of the Wider BCPT Group; or
(ii) there is, or is reasonably likely to be, for any reason
whatsoever, any liability (whether actual or contingent) of any past or
present member of the Wider BCPT Group to make good, remediate, repair,
reinstate or clean up any property or any controlled waters now or previously
owned, occupied, operated or made use of or controlled by any such past or
present member of the Wider BCPT Group (or on its behalf) or by any person for
which a member of the Wider BCPT Group is responsible, or in which any such
member may have or previously have had or be deemed to have had an interest,
under any environmental legislation, regulation, notice, circular, order or
other lawful requirement of any Third Party,
in any case, which is or would be material in the context of the Wider BCPT
Group taken as a whole;
Anti‑corruption and sanctions
(j) except as Disclosed, Bidco not having discovered that:
(i) any past or present member, director, officer or employee
of the Wider BCPT Group is or has at any time engaged in any activity,
practice or conduct which would constitute an offence under the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977, the Prevention of
Corruption (Bailiwick of Guernsey) Law 2003 or any other anti-corruption or
anti-bribery law, rule or regulation applicable to the Wider BCPT Group or any
other law, rule, or regulation concerning improper payments or kickbacks
applicable to the Wider BCPT Group; or (b) any person that performs or has
performed services for or on behalf of the Wider BCPT Group is or has at any
time engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, the Prevention
of Corruption (Bailiwick of Guernsey) Law 2003 or any other anti-corruption
legislation or anti-bribery law, rule or regulation or any other law, rule, or
regulation concerning improper payments or kickbacks that is, in each case,
applicable to the Wider BCPT Group;
(ii) any asset of any member of the Wider BCPT Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition) or proceeds of crime
under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the BCPT Group is found to
have engaged in activities constituting money laundering under any applicable
law, rule, or regulation concerning money laundering;
(iii) any past or present member, director, officer or employee of
the Wider BCPT Group, or any other person for whom any such person may be
liable or responsible, is or has engaged in any business or activity which
dealt with, or made any investments in, or made any funds or assets available
to or received any funds or assets from: (a) any government, entity or
individual in respect of which US, UK or European Union persons, or persons
operating in those territories, are prohibited from engaging in activities or
doing business, or from receiving or making available funds or economic
resources, by US, UK or European Union laws or regulations, including the
economic sanctions administered by the US Office of Foreign Assets Control, or
HM Treasury in the UK; or (b) any government, entity or individual targeted by
any of the economic sanctions of the United Nations, the United States, the
UK, the European Union or any of its member states;
(iv) a member of the BCPT Group has engaged in a transaction which
would cause any member of the Wider Bidco Group to be in breach of any law or
regulation on completion of the Acquisition, including but not limited to the
economic sanctions administered by the United States Office of Foreign Assets
Control or HMRC or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, United States, the UK or the
European Union or any of its member states; or
(v) any past or present member, director or officer of the Wider
BCPT Group:
(A) has engaged in conduct which would violate any relevant anti-terrorism
laws, rules, or regulations, including but not limited to the U.S.
Anti-Terrorism Act;
(B) has engaged in conduct which would violate any relevant anti-boycott law,
rule, or regulation or any applicable export controls, including but not
limited to the Export Administration Regulations administered and enforced by
the U.S. Department of Commerce or the International Traffic in Arms
Regulations administered and enforced by the U.S. Department of State; or
(C) has engaged in conduct which would violate any relevant laws, rules, or
regulations concerning human rights, including but not limited to any law,
rule, or regulation concerning false imprisonment, torture or other cruel and
unusual punishment, or child labour.
Part B: Further terms of the Acquisition
Waiver and Invocation of Conditions
1. The Acquisition will lapse if the Scheme does not become
Effective by 11.59 p.m. (London time) on the Long Stop Date.
2. To the extent permitted by law and subject to the
requirements of the Panel in accordance with the Takeover Code, Bidco reserves
the right to waive:
(a) any of the deadlines set out in Condition 2 of Part A above
for the timing of the Court Meeting, General Meeting and the Sanction Hearing.
If any such deadline is not met, Bidco shall make an announcement by 8.00 a.m.
(London time) on the Business Day following such deadline confirming whether
it has invoked or waived the relevant Condition or agreed with BCPT to extend
the deadline in relation to the relevant Condition; and
(b) in whole or in part, all or any of the Conditions in Part A
above, except for Conditions 1, 2(a)(i), 2(b)(i) and 2(c)(i) which cannot be
waived.
3. Conditions 2(a) and 2(b) must be fulfilled, and 3(a) to (k)
(inclusive) must each be fulfilled or waived, by no later than 11.59 p.m. on
the date immediately preceding the date of the Sanction Hearing, failing which
the Acquisition will lapse.
4. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or fulfilled, or treat as
satisfied or fulfilled any of the Conditions capable of waiver by a date
earlier than the latest date specified for the fulfilment or waiver thereof,
notwithstanding that the other Conditions may, at such earlier date, have been
waived or fulfilled and that there are, at such earlier date, no circumstances
indicating that any of such Conditions may not be capable of satisfaction or
fulfilment.
5. Under Rule 13.5(a) of the Takeover Code, Bidco may only
invoke a Condition so as to cause the Acquisition not to proceed, to lapse or
to be withdrawn with the consent of the Panel. The Panel will normally only
give its consent if the circumstances which give rise to the right to invoke
the Condition are of material significance to Bidco in the context of the
Acquisition. This will be judged by reference to the facts of each case at the
time that the relevant circumstances arise. Any Condition that is subject to
Rule 13.5(a) of the Takeover Code may be waived by Bidco.
6. Conditions 1 and 2 and, if applicable, any acceptance
condition if the Acquisition is implemented by means of an Offer, are not
subject to Rule 13.5(a) of the Takeover Code.
7. Under Rule 13.6 of the Takeover Code, BCPT may only invoke,
or cause or permit Bidco to invoke, a Condition so as to cause the Acquisition
not to proceed, to lapse or to be withdrawn if the circumstances which give
rise to the right to invoke the Condition are of material significance to BCPT
Shareholders in the context of the Acquisition.
Implementation of the Acquisition by way of an Offer
8. If Bidco is required by the Panel to make an offer for BCPT
Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make
such alterations to any of the above Conditions as are necessary to comply
with the provisions of that Rule.
9. Bidco reserves the right to elect to implement the
Acquisition by way of an Offer as an alternative to the Scheme (subject to the
Panel's consent). In such event, the Acquisition will be implemented on the
same terms and conditions (subject to appropriate amendments to reflect the
change in the method of effecting the Acquisition, including (without
limitation) an acceptance condition set at 90 per cent. of the issued share
capital of BCPT (excluding shares held in treasury) (or such lower percentage
(being more than 50 per cent.) of BCPT's issued share capital (excluding
shares held in treasury) as Bidco may, subject to the rules of the Takeover
Code and with the consent of the Panel, decide) as those which would apply to
the Scheme. Further, if sufficient acceptances of such Offer are received
and/or sufficient BCPT Shares are otherwise acquired, it is the intention of
Bidco to apply the provisions of Part XVIII of the Companies Law of Guernsey
to compulsorily acquire any outstanding BCPT Shares to which such Offer
related.
Certain further terms of the Acquisition
10. The Acquisition and the Scheme will be governed by the laws of
Guernsey and be subject to the jurisdiction of the Court and to the Conditions
and further terms set in this Appendix 1 and the full terms and conditions to
be set out in the Scheme Document to be published in due course. The
Acquisition will be subject to the applicable requirements of the Takeover
Code, the Panel, the FCA, the Companies Law of Guernsey, the London Stock
Exchange and the GFSC.
11. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
12. The Scheme Shares which will be acquired under the Acquisition
will be acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature and together with all rights now or hereafter
attaching or accruing to them, including (without limitation) voting rights
and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the Scheme Record
Time.
13. If, on or after the date of this announcement, any dividend
and/or other distribution and/or other return of capital is declared, made or
paid or becomes payable in respect of the BCPT Shares (in each case with a
record date prior to the Effective Date), the Cash Consideration shall
automatically be reduced by an amount equal to the amount of such dividend
and/or other distribution and/or other return of capital, in which case any
reference in this announcement to the Cash Consideration will automatically be
deemed to be a reference to the Cash Consideration as so reduced by the amount
of such dividend and/or other distribution and/or other return of capital.
In such circumstances, the relevant eligible BCPT Shareholders would be
entitled to receive and retain any such dividend or other distribution and/or
other return of capital.
To the extent that any such dividend and/or other distribution and/or other
return of capital announced, declared, made, paid or is payable, and is of
will be: (i) transferred pursuant to the Acquisition on a basis which entitles
Bidco to receive the dividend or other distribution or other return of capital
and to retain it; or (ii) cancelled, then in either case the Cash
Consideration payable in respect of the Acquisition will not be subject to
change in accordance with this paragraph.
Any reduction in the Cash Consideration pursuant to this paragraph would be
the subject of an announcement and, for the avoidance of doubt, would not be
regarded as constituting any revision or variation of the terms of the
Acquisition or the Scheme. If required, the BCPT Directors intend to declare
and pay a dividend, after the date of this announcement but prior to the
Scheme Record Time, of at least the minimum amount necessary to ensure
compliance with the requirements of the REIT regime.
14. The availability of the Acquisition to BCPT Shareholders not
resident in the United Kingdom or Guernsey may be affected by the laws of the
relevant jurisdiction. Any persons who are subject to the laws of, or are
otherwise resident in, any jurisdiction other than the United Kingdom or
Guernsey should inform themselves about and observe any applicable
requirements. Further information in relation to Overseas Shareholders will be
contained in the Scheme Document.
15. Unless otherwise determined by Bidco or required by the
Takeover Code, the Acquisition is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or any means of instrumentality
(including, without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of, any Restricted
Jurisdiction and shall not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted Jurisdiction.
16. Bidco reserves the right, with the consent of BCPT, for any
other entity directly or indirectly owned by Bidco or by any Starwood Fund to
implement the Acquisition.
Appendix 2
SOURCES of INFORMATION AND BASES OF calculation
Unless otherwise stated in this announcement:
1. As at close of business on 3 September 2024 (being the last
Business Day prior to the date of this announcement) there were 701,550,187
BCPT Shares in issue (excluding shares held in treasury).
2. The value attributed to the fully diluted issued share
capital of BCPT is based on 701,550,187 BCPT Shares in issue on 3 September
2024 (being the last Business Day prior to the date of this announcement)
(excluding 97,815,921 BCPT Shares held in treasury).
3. On 3 September 2024 (being the last Business Day prior to
the date of this announcement), the number of BCPT Shares eligible to vote on
the BCPT Resolution at the General Meeting is 701,550,187 BCPT Shares.
4. All prices quoted for BCPT Shares are the relevant Closing
Price.
5. All volume-weighted average share prices for BCPT Shares
are derived from Bloomberg and have been rounded to three decimal places.
6. Certain figures in this announcement have been subject to
rounding adjustments; and
7. The financial information relating to BCPT is extracted
from the unaudited trading update and NAV statement as at 30 June 2024
released on 29 July 2024, adjusted for the disposal, in line with 30 June 2024
book value, of:
(a) 7 Birchin Lane, London, as announced 12 July 2024;
(b) 82 King Street, Manchester, as announced 12 July 2024; and
(c) 17A Curzon Street, London, as announced on 22 July 2024.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Directors
The following BCPT Directors (being all BCPT Directors who hold BCPT Shares)
have given irrevocable undertakings to vote in favour of the Scheme at the
Court Meeting and the BCPT Resolution at the General Meeting in respect of
their own beneficial holdings of BCPT Shares (or those BCPT Shares over which
they have control):
Name Total Number of Percentage of existing issued share capital((2))
BCPT Shares((1))
Paul Marcuse 49,463 0.00
John Wythe 33,303 0.00
Linda Wilding 40,000 0.00
Isobel Sharp 55,000 0.00
Notes:
1. These figures refer only to the BCPT Shares to which the relevant BCPT
Director is beneficially entitled or otherwise able to control the exercise of
the rights attaching thereto at 3 September 2024 (being the last Business Day
prior to the date of this announcement).
2. Percentages are calculated on the basis of 701,550,187 BCPT Shares in issue
(excluding BCPT Shares held in treasury) as at the last Business Day prior to
the date of this announcement and truncated to two decimal places.
The irrevocable undertakings referred to this paragraph 1 will cease to be
binding on the earlier of the following occurrences (i) the Panel consents to
Bidco not proceeding with the Acquisition; (ii) the date on which any
competing offer for the entire issued and to be issued share capital of BCPT
becomes wholly unconditional or, if proceeding by way of a scheme or
arrangement, becomes effective; (iii) the Scheme or, if applicable, the Offer
is withdrawn or, in the case of a Scheme, does not become effective, or in the
case of an Offer (if applicable) does not become wholly unconditional, in each
case in accordance with its terms, provided that the reason is not because of
Bidco electing to proceed by way of an Offer rather than by way of a Scheme.
2. Shareholders
The following holders, controllers and/or beneficial owners of BCPT Shares
have given irrevocable undertakings that they shall or shall procure that the
registered holder of such BCPT Shares shall, amongst other things, vote in
favour of the Scheme at the Court Meeting and the BCPT Resolution at the BCPT
General Meeting in relation to the following BCPT Shares currently held by
them as well as any further BCPT Shares which they may become the registered
or beneficial owner of or otherwise interested in:
Name Total Number of Percentage of existing issued share capital
BCPT Shares
Aviva 164,866,839 23.50%
AVI 16,165,520 2.30%
The irrevocable undertakings referred to this paragraph 2 will cease to be
binding if the Scheme does not become effective, or in the case of an Offer
(if applicable) does not become wholly unconditional, in each case in
accordance with its terms by 6.00 p.m. on the Long Stop Date (or such later
time or date as agreed between Bidco and BCPT, with the approval of the Court
and/or the Panel if required).
In addition, the irrevocable undertakings referred to this paragraph 2 will
also cease to be binding if a third party announces a firm intention pursuant
to Rule 2.7 of the Code to acquire the entire issued and to be issued ordinary
share capital of BCPT and the consideration payable on each Share under such
proposal represents a premium of more than 10 per cent. to the Cash
Consideration ("Competing Offer"), and Bidco does not increase the
consideration to be paid for the Shares pursuant to the Acquisition to at
least an equivalent amount per BCPT Share within seven days of the Competing
Offer.
Appendix 4
DEFINITIONS
The following definitions apply throughout this announcement unless the
context otherwise requires:
"2006 Act" the Companies Act 2006, as amended from time to time
"2023 BCPT Annual Report" the annual report and audited financial statements of the BCPT Group for the
financial year ended 31 December 2023
"Acquisition" the proposed cash acquisition by Bidco of the entire issued and to be issued
share capital of BCPT (other than BCPT Shares already held by Bidco, Starwood
Funds or their affiliates, if any), by means of the Scheme (and other matters
to be considered at the Meetings), or, should Bidco so elect (with the consent
of the Panel), by means of an Offer
"Articles" the articles of incorporation of BCPT from time to time
"associated undertaking" shall be construed in accordance with paragraph 19 of Schedule 6 to The
Large and Medium‑sized Companies and Groups (Accounts and Reports)
Regulations 2008 (SI 2008/410) but for this purpose ignoring
paragraph 19(1)(b) of Schedule 6 to those regulations)
"Authorisations" regulatory authorisations, orders, grants, recognitions, confirmations,
consents, licences, clearances, permissions or approvals, in each case of a
Third Party
"AVI" Asset Value Investors Limited, a limited company incorporated in England and
Wales with registered number 01881101 whose registered office is at 2
Cavendish Square, London W1G 0PU
"Aviva" Aviva Life & Pensions UK Limited, a limited company incorporated in
England and Wales with registered number 03253947 whose registered office is
at Aviva, Wellington Row, York, North Yorkshire, England, YO90 1WR
"Barclays" Barclays Bank PLC, a public limited company incorporated in England and Wales
with registered number 01026167 whose registered office is at 1 Churchill
Place, London E14 5HP, acting through its Investment Bank
"BCPT" Balanced Commercial Property Trust Limited, an authorised closed-ended
investment company limited by shares, incorporated in Guernsey with registered
number 50402 and with its registered office at PO Box 255, Trafalgar Court,
Les Banques, St Peter Port, Guernsey, Channel Islands GY1 3QL
"BCPT Board" the board of directors of BCPT
"BCPT Directors" the directors of BCPT as at the publication of this announcement or, where the
context so requires, the directors of BCPT from time to time
"BCPT Group" BCPT, its subsidiaries and its subsidiary undertakings and, where the context
permits, each of them
"BCPT Resolution" such resolution or resolutions of BCPT Shareholders as are necessary to
approve, implement and effect the Scheme and the Acquisition, including
(without limitation) a special resolution to amend the Articles by the
adoption of a new article (in terms approved by Bidco) under which any BCPT
Shares issued or transferred after the General Meeting shall either be subject
to the Scheme or (after the Effective Date) shall be immediately transferred
to Bidco (or as it may direct) in exchange for the same consideration as is
due under the Scheme
"BCPT Shares" ordinary shares of one penny each in the capital of BCPT
"BCPT Shareholders" holders of BCPT Shares
"Bidco" Starlight Bidco Limited, a company limited by shares, incorporated in Guernsey
with registered number 74135 and with its registered office at Redwood House,
St Julian's Avenue, St Peter Port, GY1 1WA, Guernsey, owned by funds managed
and/or advised by Starwood
"Bidco Group" Bidco, its subsidiaries and its subsidiary undertakings and, where the context
permits, each of them
"Business Day" a day, not being a Saturday, Sunday or public or bank holiday in the UK or
Guernsey, on which banks in London and Guernsey are generally open for normal
business
"Cash Consideration" as defined on page 1 of this announcement
"Closing Price" the closing middle market price of a BCPT Share as derived from the Daily
Official List on any particular date
"Companies Law of Guernsey" the Companies (Guernsey) Law, 2008 (as amended)
"Conditions" the conditions to the implementation of the Acquisition, as set out in Part A
of Appendix 1 and to be set out in the Scheme Document
"Confidentiality Agreement" the non-disclosure agreement dated 7 June 2024 entered into between BCPT and
Starwood Capital European Operations Limited
"Court" the Royal Court of Guernsey
"Court Meeting" the meeting or meetings of the Scheme Shareholders (or any class thereof) to
be convened pursuant to an order of the Court pursuant to section 107 of the
Companies Law of Guernsey, for the purpose of considering and, if thought fit,
approving the Scheme (with or without amendment approved or imposed by the
Court and agreed to by BCPT and Bidco) including any adjournment, postponement
or reconvention thereof, notice of which will be contained in the Scheme
Document
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear
"Daily Official List" the daily official list of the London Stock Exchange
"Dickson Minto Advisers" Dickson Minto Advisers LLP, a limited liability partnership incorporated in
England and Wales with registered number OC448025 and with its principal place
of business at Level 4 Dashwood House, 69 Old Broad Street, London, United
Kingdom, EC2M 1QS
"Disclosed" the information disclosed by or on behalf of BCPT: (i) in the 2023 BCPT Annual
Report; (ii) in this announcement; (iii) in any other announcement to a
Regulatory Information Service prior to the date of this announcement; (iv) as
otherwise fairly disclosed to Bidco, Starwood or any of their respective
affiliates (or their respective officers, employees, agents or advisers) prior
to the date of this announcement (including but not limited to all matters
fairly disclosed in the written replies, correspondence, documentation and
information provided in an electronic data room created by or on behalf of
BCPT or provided to Bidco, Starwood or any of their respective advisers during
the due diligence process in connection with the Acquisition and whether or
not in response to any specific request for information made by any such
person); and/or (v) as otherwise fairly disclosed to Bidco, Starwood or any
their respective affiliates (or their respective officers, employees, agents
or advisers) in the management due diligence meetings held in connection with
the Acquisition
"Disclosure Guidance and Transparency Rules" the disclosure guidance and transparency rules made by the FCA under section
73A of the Financial Services and Markets Act 2000 (as amended), as amended
from time to time
"Eastdil Secured" Eastdil Secured International Ltd., a private limited company incorporated in
England and Wales with registered number 12006541 and with its registered
office at One, Berkeley Street, London W1J 8DJ
"Effective" in the context of the Acquisition: (i) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective in accordance with its
terms; or (ii) if the Acquisition is implemented by way of an Offer, such
Offer having been declared or having become unconditional in accordance with
the requirements of the Takeover Code
"Effective Date" the date on which the Acquisition becomes Effective
"Equity Commitment Letter" the equity commitment letter entered into between each of the Relevant
Starwood Funds on the one hand, and Bidco on the other hand, dated on the date
of this announcement
"EU" the European Union
"EU IFRS" EU-adopted International Financial Reporting Standards
"Euroclear" Euroclear UK & International Limited
"Exchange Act" the US Securities and Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder
"Excluded Shares" any BCPT Shares which are: (i) registered in the name of, or beneficially
owned by, Bidco, any other member of the Wider Bidco Group, Starwood Europe,
any of the Starwood Funds or their affiliates, or any of their respective
nominees; or (ii) held as treasury shares (unless such BCPT Shares cease to be
so held in treasury), in each case at any relevant date or time
"FCA" the Financial Conduct Authority or its successor from time to time
"Forms of Proxy" the forms of proxy in connection with each of the Meetings which will
accompany the Scheme Document
"FTSE 250" the FTSE 250 share index
"General Meeting" the extraordinary general meeting of BCPT Shareholders (including any
adjournment, postponement or reconvention thereof) to be convened to consider
and if thought fit pass the BCPT Resolution
"GFSC" the Guernsey Financial Services Commission
"Guernsey" the Island of Guernsey
"HMRC" His Majesty's Revenue & Customs
"IMA" the investment management agreement originally dated 22 July 2014 (as amended
from time to time) entered into by, amongst others, BCPT and the Investment
Manager
"Investment Manager" Columbia Threadneedle Investment Business Limited, a private limited company
incorporated in Scotland with registered number SC151198 whose registered
office is at 6th Floor Quartermile 4, 7a Nightingale Way, Edinburgh EH3 9EG
"L&G Term Loan" has the meaning given to it in paragraph 8 of this announcement
"London Stock Exchange" London Stock Exchange plc or its successor from time to time
"Long Stop Date" 3 March 2025 or such later date (if any) as may be agreed in writing by Bidco
and BCPT (with the Panel's consent and (if required) as the Court may allow)
"Main Market" the main market for listed securities operated by the London Stock Exchange
"Manchester Disposal" the sale of BCPT's interest in the property at 82 King Street, Manchester,
which was as announced by BCPT on 12 July 2024
"Market Abuse Regulation" the UK version of Regulation (EU) No 596/2014 of the European Parliament and
of the Council on 16 April 2014 on market abuse, which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (as amended) as the context
may require or permit
"Meetings" the Court Meeting and the General Meeting
"NAV" net asset value
"NAV per BCPT Share" the NAV of BCPT divided by the number of BCPT Shares in issue (excluding BCPT
Shares held in treasury) at the relevant time
"New Debt Facilities" has the meaning given to it in paragraph 11 of this announcement
"New Term Loan" has the meaning given to it in paragraph 11 of this announcement
"Offer" subject to the consent of the Panel, should the Acquisition be implemented by
way of a takeover offer (which shall be an offer for the purposes of Part
XVIII of the Companies Law of Guernsey), the offer to be made by or on behalf
of Bidco to acquire the entire issued and to be issued share capital of BCPT
including, where the context admits, any subsequent revision, variation,
extension or renewal of such offer
"Offer Period" the offer period (as defined in the Takeover Code) relating to BCPT, which
commenced on 15 April 2024
"Offer Document" should the Acquisition be implemented by way of an Offer, the document to be
sent to BCPT Shareholders and persons with information rights containing the
terms and conditions of the Offer
"Official List" the Official List of the FCA
"Opening Position Disclosure" an announcement containing details of interests or short positions in, or
rights to subscribe for, any relevant securities of a party to an offer, as
defined in Rule 8 of the Takeover Code
"Overseas Shareholders" BCPT Shareholders who have a registered address, or are located, in a
jurisdiction outside the UK or Guernsey, or whom Bidco reasonably believes to
be citizens, residents or nationals of a jurisdiction outside the UK or
Guernsey
"Panel" the Panel on Takeovers and Mergers
"PRA" the Prudential Regulation Authority or its successor from time to time
"Property Manager" Columbia Threadneedle REP PM Limited, a private limited company incorporated
in England and Wales with registered number 08198483 whose registered office
is at Cannon Place, 78 Cannon Street, London, England, EC4N 6AG
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements to the London Stock
Exchange's website
"REIT" a UK real estate investment trust under Part 12 of the Corporation Tax Act
2010
"relevant securities" as the context requires, BCPT Shares, other BCPT share capital and any
securities convertible into or exchangeable for, and rights to subscribe for,
any of the foregoing
"Relevant Starwood Funds" SOF-13 International SCSp, SOF-XIII ERPI SCSp, SOF-XIII EQFPF SCSp and
Starwood Distressed Opportunity Fund XIII Global, L.P.
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to BCPT Shareholders in that
jurisdiction
"Sanction Hearing" the Court hearing to sanction the Scheme
"Scheme" the proposed scheme of arrangement under Part VIII of the Companies Law of
Guernsey between BCPT and the Scheme Shareholders to implement the
Acquisition, with and subject to any modification, addition or condition
approved or imposed by the Court and agreed by BCPT and Bidco
"Scheme Document" the document to be sent to BCPT Shareholders containing, amongst other things,
the Scheme, an explanatory statement in compliance with Part VIII of the
Companies Law of Guernsey, and the notices convening, and accompanied by the
Forms of Proxy in respect of, the Court Meeting and the General Meeting
"Scheme Record Time" the time and date specified as such in the Scheme Document, expected to be
6.00 p.m. on the Business Day immediately prior to the Effective Date, or such
other time as Bidco and BCPT may agree
"Scheme Shareholders" holders of Scheme Shares and a "Scheme Shareholder" shall mean any one of
those Scheme Shareholders
"Scheme Shares" all BCPT Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document but before the
Scheme Voting Record Time; and
(iii) (if any) issued at or after the Scheme Voting Record Time but at or
before the Scheme Record Time on terms that the holder thereof shall be bound
by the Scheme or in respect of which the original or any subsequent holders
thereof are, or shall have agreed in writing to be, bound by the Scheme,
and, in each case, which remain in issue at the Scheme Record Time but
excluding any Excluded Shares
"Scheme Voting Record Time" the time and date to be specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined
"Starwood" or "Starwood Capital Group" the global brand name of the Starwood Capital group of companies of which
Starwood Europe is part
"Starwood Europe" Starwood Capital European Operations Limited
"Starwood Funds" funds managed, controlled or advised by Starwood or its affiliates
"Strategic Review" the strategic review and formal sale process relating to BCPT, which commenced
on 15 April 2024
"subsidiary", "subsidiary undertaking" and "undertaking" shall be construed in accordance with the 2006 Act
"Takeover Code" the City Code on Takeovers and Mergers, issued by the Panel, as amended from
time to time
"Third Party" has the meaning given to it in Condition 3(a), as set out in Part A of
Appendix 1 and to be set out in the Scheme Document
"TUPE" the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as
amended)
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"UK IFRS" UK-adopted International Financial Reporting Standards
"UK Listing Rules" the rules and regulations made by the FCA under Part VI of the Financial
Services and Markets Act 2000, as amended, and contained in the FCA's UK
Listing Rules sourcebook
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia, and all other areas
subject to its jurisdiction
"Wider Bidco Group" Bidco and its subsidiaries, subsidiary undertakings and associated
undertakings and any other body corporate, partnership, joint venture or
person in which Bidco and/or such undertakings (aggregating their interests)
have a direct or indirect interest of 20 per cent. or more of the voting or
equity capital or the equivalent
"Wider BCPT Group" BCPT and its subsidiaries, subsidiary undertakings and associated undertakings
and any other body corporate, partnership, joint venture or person in which
BCPT and/or such undertakings (aggregating their interests) have a direct or
indirect interest of 20 per cent. or more of the voting or equity capital or
the equivalent
"£" or "Sterling" pounds Sterling, the lawful currency of the UK for the time being and
references to "pence" and "p" shall be construed accordingly
"$" or "dollars" US dollars, the lawful currency of the United States and references to "cents"
and "c" shall be construed accordingly
All times referred to are London time unless otherwise stated.
All references to a statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time made
thereunder and deriving validity therefrom.
References to the singular include the plural and vice versa.
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