REG - CK Asset Holdings Civitas Social Hsng. - Delisting and Cancellation of Trading

Civitas Social HousingAnnouncement

06/07/2023 09:30

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RNS Number : 1890F  CK Asset Holdings Limited  06 July 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.
FOR IMMEDIATE RELEASE

6 July 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"))

 

DELISTING AND CANCELLATION OF TRADING OF CIVITAS SHARES ON THE LONDON STOCK
EXCHANGE (THE "LSE")

1. Background

On 9 May 2023, CK Bidco and Civitas announced a recommended all-cash offer to
be made by CK Bidco for the entire issued and to be issued share capital of
Civitas, other than the Civitas Shares already held by CK Bidco (the "Offer"),
to be implemented by way of a takeover offer within the meaning of Part 28 of
the Companies Act 2006 (the "2006 Act"). The offer document containing the
full terms of, and Conditions to, the Offer (the "Offer Document") was
published and sent to Civitas Shareholders on 22 May 2023. On 23 June 2023, CK
Bidco announced that the Offer had been declared unconditional.

Capitalised terms used but not defined in this announcement shall have the
meanings given to them in the Offer Document.

2. Acceptance level update

As at 5.00 p.m. (London time) on 5 July 2023, CK Bidco had received valid
acceptances of the Offer in respect of 437,450,911 Civitas Shares,
representing approximately 72.14 per cent. of the existing issued ordinary
share capital of Civitas (excluding treasury shares).

So far as CK Bidco is aware, 809,644 of these acceptances (representing
approximately 0.13 per cent. of the existing issued share capital of Civitas
(excluding treasury shares)) have been received from the following persons who
have given an irrevocable undertaking to accept the Offer, being:

 

·    Michael Wrobel, in respect of 200,000 Civitas Shares;

·    Peter Baxter, in respect of 82,065 Civitas Shares;

·    Caroline Gulliver, in respect of 58,832 Civitas Shares;

·    Paul Bridge, in respect of 52,240 Civitas Shares;

·    Thomas Pridmore, in respect of 105,140 Civitas Shares;

·    Alastair Moss, in respect of 11,766 Civitas Shares;

·    Alison Hadden, in respect of 31,937 Civitas Shares;

·    Andrew Dawber, in respect of 100,000 Civitas Shares; and

·    CIM, in respect of 167,664 Civitas Shares.

 

So far as CK Bidco is aware, 167,664 of these acceptances (representing
approximately 0.02 per cent. of the existing issued share capital of Civitas
(excluding treasury shares)) have been received from persons acting in concert
with CK Bidco, being the acceptance from CIM set out above. As CKA is an
indirect shareholder of CIM, CIM is deemed to be a concert party of CKA and CK
Bidco.

As at 5.00 p.m. (London time) on 5 July 2023, CK Bidco beneficially held a
total of 103,796,035 Civitas Shares representing approximately 17.11 per cent.
of the existing issued ordinary share capital of Civitas (excluding treasury
shares).

Accordingly, as at 5.00 p.m. (London time) on 5 July 2023, CK Bidco either
held, or had received valid acceptances of the Offer in respect of, a total of
541,246,946 Civitas Shares, representing approximately 89.25 per cent. of the
existing issued share capital of Civitas (excluding treasury shares).

3. Delisting and cancellation of trading on the LSE

As described in paragraph 10 of Part 1 of the Offer Document, and pursuant to
LR 5.2.10R, as the Offer has now been declared unconditional and CK Bidco has
obtained 75 per cent. or more of the voting rights of Civitas, CK Bidco will
require Civitas to apply to the FCA and the LSE, respectively, to cancel the
listing of Civitas Shares on the FCA's Official List and to cancel the trading
in Civitas Shares on the LSE's Main Market.

Under Listing Rule 5.2.11R, Civitas announces that the notice period for the
cancellation of listing and trading of the Civitas Shares has now commenced,
and cancellation of listing and trading of the Civitas Shares is expected to
take effect at 8.00 a.m. on 4 August 2023.

As set out in Part 1 of the Offer Document, CK Bidco has been reviewing the
possibility of maintaining the REIT status of Civitas following completion of
the Offer. CK Bidco is currently in the process of making an application to
list the Civitas Shares on The International Stock Exchange in Jersey solely
for the purposes of satisfying the relevant REIT requirement. There can be no
certainty that such a listing will be achieved or will be maintained. In
addition, given the nature and complexities of the REIT rules, some of which
relate to matters outside the control of CKA and CK Bidco, there can be no
certainty that Civitas will remain a REIT following completion of the Offer.
If Civitas ceases to be a REIT under the UK REIT regime, Civitas will then
become subject to UK corporation tax across all its UK taxable activities,
including its property rental business. This would, amongst other things, also
result in any distributions received by Civitas Shareholders, which arise from
activities outside the REIT regime, to be considered an ordinary dividend, as
opposed to a property income distribution (or PID).

The cancellation of the listing of Civitas Shares on the Official List and the
cancellation of trading in Civitas Shares on the Main Market will
significantly reduce the liquidity and marketability of any Civitas Shares in
respect of which the Offer has not been accepted at that time. Any remaining
Civitas Shareholders will become minority shareholders in a
majority-controlled company and may be unable to sell their Civitas Shares.
There can be no certainty that Civitas will pay any further dividends or other
distributions or that such minority Civitas Shareholders will again be offered
an opportunity to sell their Civitas Shares on terms which are equivalent to
or no less advantageous than those under the Offer.

4. Compulsory acquisition

If CK Bidco receives acceptances under the Offer in respect of, or otherwise
acquires, 90% or more of the Civitas Shares to which the Offer relates, CK
Bidco will exercise its right pursuant to the provisions of Chapter 3 of Part
28 of the 2006 Act to acquire compulsorily the remaining Civitas Shares in
respect of which the Offer has not been accepted.

 

5. Offer remains open

The Offer will remain open for acceptance until further notice. At least 14
days' notice will be given before the Offer is closed.

Civitas Shareholders who have not yet accepted the Offer are urged to do so by
signing and returning the Form of Acceptance, or by making an Electronic
Acceptance, as soon as possible.

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.

6. Interests in securities

As at 5.00 p.m. (London time) on 5 July 2023, the interests and rights to
subscribe (other than through acceptances of the Offer) in respect of relevant
securities of Civitas held by CK Bidco and persons acting in concert with CK
Bidco were as follows:

Holdings in Civitas Shares

 Name      Number of        Percentage of Civitas' existing issued ordinary share capital (excluding

Civitas Shares  treasury shares)
 CK Bidco  103,796,035      17.11

 

As at 5.00 p.m. (London time) on 5 July 2023, and save as disclosed in this
announcement, neither CK Bidco nor, so far as CK Bidco is aware, any person
acting in concert with CK Bidco had:

·    any interest in, or right to subscribe in respect of, or any short
position (whether conditional or absolute and whether in the money or
otherwise) in relation to relevant securities of Civitas, 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 Civitas;

·    any outstanding irrevocable commitment or letter of intent with
respect to relevant securities of Civitas; or

·    borrowed or lent any relevant securities of Civitas (including any
financial collateral arrangements) save for any borrowed shares which have
been either on-lent or sold.

 

Enquiries:

 CKA and CK Bidco                                       Tel: +852 2122 3133
 Yue Seng Chiu
 HSBC Bank plc (financial adviser to CKA and CK Bidco)  Tel: +44 20 7991 8888
 Investment Banking

 Anthony Parsons, Alex Thomas, Edmond Tin, Ali Razvi

 Corporate Broking

 Sam McLennan

 

Important notices

 

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.

 

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
(file:///C:/Users/623305/AppData/Roaming/iManage/Work/Recent/70-41037324%20-%20Project%20Caritas%20(Code%20Name)/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.

 

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.

 

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.

 

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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