REG - Bellway PLC - Statement re extension to PUSU deadline

BellwayAnnouncement

08/08/2024 10:30

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RNS Number : 7397Z  Bellway PLC  08 August 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM
OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate
release
 

 8 August 2024

 

Extension to PUSU deadline regarding Possible Offer

 

On 10 July 2024, Bellway p.l.c. ("Bellway") and Crest Nicholson Holdings plc
("Crest Nicholson") announced the terms of a possible all-share offer for
Crest Nicholson by Bellway, to acquire the entire issued, and to be issued,
share capital of Crest Nicholson. Under the terms of this possible offer,
Crest Nicholson's shareholders would receive 0.099 shares in Bellway for each
share they own in Crest Nicholson and a dividend of 4 pence per Crest
Nicholson share comprising the previously announced interim dividend of 1
pence per share (the "Interim Dividend") and a special dividend of 3 pence per
share conditional on completion of the transaction (the "Special Dividend")
(together, the "Possible Offer").

In accordance with Rule 2.6(a) of the Code, Bellway was required, by no later
than 5.00 p.m. (London time) on 8 August 2024, to either announce a firm
intention to make an offer for Crest Nicholson in accordance with Rule 2.7 of
the Code or announce that it did not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8 of the Code
applies (the "PUSU Deadline").

Good progress has been made on reciprocal due diligence with a number of
elements satisfactorily completed by both parties. However, in order to allow
further time for discussions between Bellway and Crest Nicholson, to fully
conclude due diligence and the negotiation of definitive transaction
documentation the Board of Crest Nicholson has requested, and the Panel on
Takeovers and Mergers (the "Takeover Panel") has consented to, an extension to
the PUSU Deadline. Consequently, in accordance with Rule 2.6(c) of the Code,
Bellway is now required, by not later than 5.00 p.m. (London time) on 20
August 2024, to either announce a firm intention to make an offer for Crest
Nicholson in accordance with Rule 2.7 of the Code or announce that it does not
intend to make an offer for Crest Nicholson, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code applies. This
deadline can be extended by the Board of Crest Nicholson, with the consent of
the Takeover Panel, in accordance with Rule 2.6(c) of the Code.

There can be no certainty that a firm offer will ultimately be made for Crest
Nicholson by Bellway, even if the pre-conditions are satisfied or waived.
Bellway reserves the right to waive any pre-condition to the making of an
offer. A further announcement will be made as and when appropriate.

In accordance with Rule 2.5(a) of the Code, Bellway reserves the right to
introduce other forms of consideration and/or vary the mix or composition of
consideration of any offer. In addition, Bellway reserves the right to make an
offer for Crest Nicholson at a lower value or on less favourable terms than
the Possible Offer: (i) with the agreement or recommendation of the Board of
Crest Nicholson; (ii) if a third party announces a firm intention to make an
offer for Crest Nicholson, which, at that date, is of a value less than the
value of the Possible Offer, and is recommended by the Board of Crest
Nicholson; or (iii) following the announcement by Crest Nicholson of a Rule 9
waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover
(as defined in the Code). If Crest Nicholson declares, makes or pays any
dividend or distribution or other return of value or payment to its
shareholders, other than the Interim Dividend and Special Dividend, Bellway
reserves the right to make an equivalent reduction to the Possible Offer.

This announcement has been made with the consent of Crest Nicholson and
Bellway.

The person responsible for arranging the release of this announcement on
behalf of Crest Nicholson is Penny Thomas, Group Company Secretary and on
behalf of Bellway is Simon Scougall, Chief Commercial Officer.

Enquiries:

 

 Crest Nicholson Holdings plc                                           +44 (0) 19 3258 0555
 Bill Floydd (Group Finance Director)

 Barclays Bank PLC, acting through its investment bank                  +44 (0) 20 7623 2323
 Joint financial adviser and joint corporate broker to Crest Nicholson
 Robert Mayhew
 Osman Akkaya
 Stuart Jempson
 Mark Gunalan

 Jefferies International Limited                                        +44 (0) 20 7029 8000
 Joint financial adviser and joint corporate broker to Crest Nicholson
 Philip Yates
 Sam Barnett
 Will Soutar
 Thomas Bective

 Teneo                                                                  +44 (0) 20 7260 2700
 Financial communications adviser to Crest Nicholson
 James Macey White

 Giles Kernick

 Bellway p.l.c.                                                         via Sodali & Co

 Simon Scougall, Chief Commercial Officer

 Citi                                                                   +44 (0) 20 7986 4000
 Joint financial adviser and joint corporate broker to Bellway
 Robert Redshaw
 Ram Anand
 Robert Johnson
 Irina Dzuteska
 Deutsche Numis                                                         +44 (0) 20 7260 1000
 Joint financial adviser and joint corporate broker to Bellway
 Heraclis Economides
 Derek Shakespeare
 Simon Hollingsworth
 Oliver Hardy
 Sodali & Co                                                            +44 (0) 20 3984 0125

 Financial communications adviser to Bellway
 Justin Griffiths

 Victoria Heslop

 Madeleine Gordon-Foxwell

 

 

 

Further information

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 Crest Nicholson and no one else in
connection with the subject matter of this announcement and will not be
responsible to anyone other than Crest Nicholson for providing the protections
afforded to clients of Barclays nor for providing advice in relation to the
subject matter of 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 Crest Nicholson securities and Bellway
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.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Crest Nicholson and no one else in connection with the matters
referred to in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not be
responsible to anyone other than Crest Nicholson for providing the protections
afforded to clients of Jefferies nor for providing advice in relation to any
matter referred to in this announcement. Neither Jefferies nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Jefferies in connection with this
announcement, any statement contained herein or otherwise.

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and
regulated in the UK by the FCA and the PRA, is acting exclusively for Bellway
and for no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than Bellway for
providing the protections afforded to clients of Citi nor for providing advice
in connection with the matters referred to in this Announcement. Neither Citi
nor any of its affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citi in connection with this
Announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Bellway and no one else in connection with the matters set out
in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than Bellway for providing the protections afforded to clients of
Deutsche Numis, nor for providing advice in relation to any matter referred to
herein. Neither Deutsche Numis nor any of its affiliates (nor any of their
respective directors, officers, employees or agents), owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Deutsche Numis in connection with this announcement, any
statement contained herein or otherwise.

This announcement is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about, and
observe such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day 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 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 pm (London
time) on the business day 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.

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).

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 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.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Crest Nicholson confirms that, as at
the close of business on 7 August 2024, (being the business day immediately
prior to the date of this announcement) it has 256,920,539 ordinary shares of
5 pence each. No shares are held in treasury. The International Securities
Identification Number (ISIN) for the ordinary shares is GB00B8VZXT93.

In accordance with Rule 2.9 of the Code, Bellway confirms that, as at the
close of business on 7 August 2024  (being the business day immediately prior
to the date of this announcement), it had in issue 118,981,254 ordinary shares
of 12.5 pence each. Bellway does not hold any ordinary shares in treasury. The
International Securities Identification Number (ISIN) of Bellway's ordinary
shares is GB0000904986.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at www.crestnicholson.com/investors and
www.bellwayplc.co.uk/investor-centre promptly and in any event by no later
than 12 noon on the business day following this announcement. The content of
these websites is not incorporated into and does not form part of this
announcement.

 

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