CK Asset Holdings Civitas Social Hsng. - Offer Document Posted
22/05/2023 07:00
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RNS Number : 1111A CK Asset Holdings Limited 22 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THE OFFER IS BEING MADE IN THE UNITED STATES PURSUANT TO APPLICABLE LAWS AND REGULATIONS, INCLUDING SECTION 14(E) AND REGULATION 14E UNDER THE US EXCHANGE ACT. CK BIDCO AND ITS AFFILIATES AND AGENTS MAY PURCHASE CIVITAS SHARES OUTSIDE THE OFFER, OUTSIDE THE UNITED STATES, IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, INCLUDING THE US EXCHANGE ACT.
22 May 2023
RECOMMENDED CASH OFFER
for
CIVITAS SOCIAL HOUSING PLC ("CIVITAS")
by
WELLNESS UNITY LIMITED ("CK BIDCO")
(a wholly-owned indirect subsidiary of CK Asset Holdings Limited ("CKA"))
PUBLICATION OF OFFER DOCUMENT
On 9 May 2023, CK Bidco and Civitas announced (the "2.7 Announcement") a
recommended all-cash offer to be made by CK Bidco for the entire issued and to
be issued ordinary share capital of Civitas, other than the Civitas Shares
already held by CK Bidco (the "Offer").
CK Bidco and Civitas are now pleased to announce that the offer document
containing the full terms and conditions of the Offer (the "Offer Document")
has been published and is being sent to Civitas Shareholders today together
with (for those Civitas Shareholders who hold their Civitas Shares in
certificated form) the related Form of Acceptance.
In accordance with Rule 24.1(a) of the Takeover Code, the Civitas Directors
have given their consent to the publication of the Offer Document within 14
days of the 2.7 Announcement.
Terms used but not defined in this announcement have the same meanings given
to them in the Offer Document.
Information for Civitas Shareholders
The Offer will initially be open for acceptance until 1.00 p.m. (London time)
on 21 July 2023, being the Unconditional Date. The Unconditional Date may be
brought forward or extended in accordance with the Takeover Code, as further
described in paragraph 13 of Part 1 of, and paragraph 1 of Part B of Appendix
I to, the Offer Document.
To accept the Offer in respect of Civitas Shares in uncertificated form (that
is, in CREST), you must follow the procedure for Electronic Acceptance through
CREST so that the TTE instruction settles no later than 1.00 p.m. (London
time) on 21 July 2023 (or such other date as described above).
To accept the Offer in respect of Civitas Shares in certificated form (that
is, not in CREST), you must complete and return the Form of Acceptance as soon
as possible and, in any event, so as to be received by the Receiving Agent by
no later than 1.00 p.m. (London time) on 21 July 2023 (or such other date as
described above).
Full details of the procedure for acceptance of the Offer are set out in
paragraph 13 of Part 1 of, and Parts C and D of Appendix I to, the Offer
Document and (in respect of Civitas Shares held in certificated form) in the
Form of Acceptance.
Subject to certain restrictions relating to persons resident in a Restricted
Jurisdiction, the Form of Acceptance is being posted to all Civitas
Shareholders holding Civitas Shares in certificated form. The Offer Document
is being sent to all Civitas Shareholders in hard copy (and will be made
available free of charge on CKA's website at https://webfilter.ckah.com/WF07/
(https://webfilter.ckah.com/WF07/) , and on Civitas' website at
www.civitassocialhousing.com/takeover-offer/
(http://www.civitassocialhousing.com/takeover-offer/) until the end of the
Offer. For the avoidance of doubt, the contents of the websites referred to in
this announcement are not incorporated into and do not form part of this
announcement.
Subject to certain restrictions relating to persons resident in a Restricted
Jurisdiction, Civitas Shareholders may request a hard copy of the Offer
Document and all information incorporated by reference into the Offer Document
by reference to another source, and all Civitas Shareholders holding Civitas
Shares in certificated form may request additional Forms of Acceptance, in
each case, by contacting the Receiving Agent, Link Group, Corporate Actions on
0371 664 0321 if calling from within the UK or on +44 371 664 0321 if calling
from outside the UK. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9 a.m. - 5.30
p.m., Monday to Friday excluding public holidays in England and Wales. Please
note that Link Group cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training purposes.
If you hold your shares in certificated form you may also obtain a
personalised Form of Acceptance, by emailing the Receiving Agent, Link Group,
Corporate Actions, at operationalsupportteam@linkgroup.co.uk
(file:///C%3A/Users/ext08/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/LB42UBWQ/operationalsupportteam@linkgroup.co.uk)
. The Receiving Agent will send you an electronic copy of your personalised
Form of Acceptance within two Business Days, and you will be instructed to
print and return the Form of Acceptance in accordance with the instructions
set out in paragraph 13.1 of Part 1 of the Offer Document and on the Form of
Acceptance.
Enquiries:
CKA
Yue Seng Chiu +852 2122 3133
HSBC Bank plc (financial adviser to CKA and CK Bidco)
Investment Banking +44 20 7991 8888
Anthony Parsons, Alex Thomas, Edmond Tin, Ali Razvi
Corporate Broking
Sam McLennan
Civitas
Link Company Matters Limited +44 (0) 333 300 1950
Panmure Gordon (joint financial adviser, joint Rule 3 adviser and joint
corporate broker to Civitas)
Investment Banking +44 (0) 20 7886 2500
Sapna Shah, Ashwin Kohli and Freddie Twist
Corporate Broking
Tom Scrivens
Liberum (joint financial adviser, joint Rule 3 adviser and joint corporate
broker to Civitas)
Investment Banking + 44 (0) 20 3100 2000
Chris Clarke, Darren Vickers and Owen Matthews
M&A
Tim Medak and Mark Harrison
HSBC Bank plc ("HSBC"), 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 as financial
adviser to CKA and CK Bidco and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than CKA and CK Bidco for providing the protections afforded to clients of
HSBC, or for providing advice in connection with the matters referred to
herein. Neither HSBC nor any of its group undertakings or affiliates 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 HSBC in connection with this announcement or any
matter referred to herein.
Panmure Gordon (UK) Limited ("Panmure Gordon") and Liberum Capital Limited
("Liberum"), both of which are authorised and regulated in the United Kingdom
by the FCA are acting as joint Rule 3 adviser, joint financial adviser and
joint corporate broker exclusively for Civitas and no one else in connection
with the Offer and the matters set out in this announcement and will not
regard any other person as its client in relation to the Offer and the matters
in this announcement and will not be responsible to anyone other than Civitas
for providing the protections afforded to clients of Panmure Gordon or
Liberum, nor for providing advice in relation to any matter referred to
herein. Neither Panmure Gordon, nor Liberum nor any of their respective
affiliates, directors, officers, employees, advisers 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 Panmure Gordon or Liberum in connection with this
announcement, any statement contained herein, the Offer or otherwise. No
representation or warranty, express or implied, is made by Panmure Gordon or
Liberum as to the contents of this announcement.
This announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, any offer or invitation or the
solicitation of any offer to sell or purchase any securities or the
solicitation of any offer to otherwise acquire, subscribe for, sell or
otherwise dispose of any security pursuant to the Offer or otherwise. The
Offer is made solely by the Offer Document and Civitas Shareholders should
carefully read the Offer Document (and, if they hold their Civitas Shares in
certificated form, the Form of Acceptance) in its entirety before making a
decision with respect to the Offer.
This announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The release, publication or distribution of this announcement in, and the
availability of the Offer to persons who are residents, citizens or nationals
of, jurisdictions other than the United Kingdom may be restricted by laws
and/or regulations of those jurisdictions. Therefore, any persons who are
subject to the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any failure to comply with the
applicable requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. In particular, copies of this
announcement and any formal documentation relating to the Offer are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent 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. Unless otherwise determined by CK Bidco or required
by the Takeover Code, and permitted by applicable law and regulation, the
Offer may not be made directly or indirectly, in or into, or by use of mails
or any means of 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.
This announcement has been prepared for the purpose of complying with English
law and the Takeover Code, and 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 of jurisdictions outside of England and Wales.
Important Notice to US holders of Civitas Shares
The Offer relates to the shares of an English company and is being made by
means of a contractual takeover offer under the Takeover Code and under the
laws of England and Wales. The Offer is being made in the United States
pursuant to all applicable laws and regulations, including, to the extent
applicable, Section 14(e) and Regulation 14E under the US Securities Exchange
Act of 1934 (the "US Exchange Act") and otherwise in accordance with the
requirements of the Takeover Code. Accordingly, the Offer is subject to the
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. The Offer is being made in the United States by CK
Bidco and no one else.
In accordance with, and to the extent permitted by, the Takeover Code and
normal UK market practice, HSBC and its respective affiliates may continue to
act as exempt principal traders or exempt market makers in Civitas Shares on
the London Stock Exchange and will engage in certain other purchasing
activities consistent with their respective normal and usual practice and
applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In
addition, CK Bidco, its affiliates, their advisors and nominees or brokers
(acting as agents) may make certain purchases of, or arrangements to purchase,
Civitas Shares outside the Offer, such as in open market purchases or
privately negotiated purchases, during the Offer Period and the period in
which the Offer remains open for acceptance. If such purchases or arrangements
to purchase were to be made, they would be made outside the US and would
comply with applicable law, including United Kingdom laws and the US Exchange
Act. Any such purchases by CK Bidco or its affiliates will not be made at
prices higher than the price of the Offer provided in the Offer Document
unless the price of the Offer is increased accordingly. Any information about
such purchases or arrangements to purchase shall be disclosed as required
under United Kingdom laws and will be available to all investors (including US
investors) via the Regulatory Information Service and shall be available on
the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) . To the extent that such information is
required to be publicly disclosed in the United Kingdom in accordance with
applicable regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.
It may be difficult for US holders of Civitas Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Offer, since CK Bidco and Civitas are located in a non-US jurisdiction,
and some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Civitas 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.
The financial statements and financial information included in or incorporated
by reference into the Offer Document have been prepared in accordance with
accounting standards applicable in the United Kingdom and Hong Kong (as
applicable) and thus may not be comparable to financial statements and
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the US
("US GAAP"). US GAAP differs in certain significant respects from accounting
standards applicable in the United Kingdom and Hong Kong (as applicable). None
of the financial information in the Offer Document has been audited in
accordance with auditing standards generally accepted in the United States or
the auditing standards of the Public Company Accounting Oversight Board
(United States).
Neither the Offer nor this announcement has been approved or disapproved by
the US Securities and Exchange Commission, any state securities commission in
the United States or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Offer, 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 United States. The receipt of cash
pursuant to the Offer by a US holder as consideration for the transfer of its
Civitas Shares pursuant to the Offer will likely be a taxable transaction for
US federal income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each US holder of Civitas Shares is urged
to consult their independent legal, tax and financial advisers regarding the
tax consequences of the Offer applicable to them, including under applicable
US state and local, as well as overseas and other, tax laws.
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Offer, and other information
published by CK Bidco, CKA and Civitas may contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of CKA and Civitas
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
Any forward-looking statements contained in this announcement include
statements relating to the expected effects of the Offer on CK Bidco, CKA and
Civitas (including their future prospects, developments and strategies), the
expected timing and scope of the Offer and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans", "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
or statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be achieved. Although
CK Bidco, CKA and/or Civitas (as appropriate) believe that the expectations
reflected in such forward-looking statements are reasonable, CK Bidco, CKA and
Civitas can give no assurance 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 will 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
Offer, the satisfaction of other Conditions on the proposed terms and
schedule, future market conditions, changes in general economic and business
conditions, the behaviour of other market participants, the anticipated
benefits from the Offer not being realised as a result of changes in general
economic and market conditions in the countries in which CK Bidco, CKA and
Civitas 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 CK Bidco,
CKA and Civitas 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. None of CK Bidco, CKA nor Civitas, 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. Other than in accordance with their legal or regulatory
obligations, none of CK Bidco, CKA nor Civitas is under any obligation, and CK
Bidco, CKA and Civitas 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.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. 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 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 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 per cent. 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 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 Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://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 website
A copy of this announcement, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, will be made available at
https://webfilter.ckah.com/WF07/ (https://webfilter.ckah.com/WF07/) and on
Civitas' website at www.civitassocialhousing.com/takeover-offer/
(http://www.civitassocialhousing.com/takeover-offer/) no later than 12 noon
(London time) on the Business Day following this announcement, pursuant to
Rule 26 of the Takeover Code. The contents of the websites referred to in this
announcement are not incorporated into, and do not form part of, this
announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, and subject to certain
restrictions in relation to persons in any Restricted Jurisdiction, person so
entitled may request a copy of this announcement in hard copy form by
contacting Link on 0371 664 0321 if calling from within the UK or on +44 371
664 0321 if calling from outside the UK. Lines are open from 9.00 a.m. to 5.30
p.m. Monday to Friday excluding public holidays in England and Wales. Calls
are charged at the standard geographic rate and will vary by provider. Calls
from outside the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones. Please note that
Link cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. A person may also
request that all future documents, announcements and information to be sent to
that person in relation to the Offer should be in hard copy form. A hard copy
of this announcement will not be sent unless so requested.
General
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 or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriate authorised independent financial adviser.
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