REG - Crest Nicholson Hdgs - Response to Press Speculation

Crest Nicholson HoldingsAnnouncement

05/07/2024 15:15

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RNS Number : 3741V  Crest Nicholson Holdings PLC  05 July 2024

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

 

FOR IMMEDIATE RELEASE

5 July 2024

 

Crest Nicholson Holdings plc ("Crest Nicholson")

Response to press speculation

 

The Board of Crest Nicholson notes the recent press speculation and confirms
that it has received unsolicited, preliminary, indicative proposals from Avant
Homes ("Avant") regarding a possible all-share combination of Crest Nicholson
and Avant.

None of the proposals from Avant involved a possible takeover offer by Avant
for Crest Nicholson. The most recent indicative proposal was an all-share
acquisition by Crest Nicholson of Avant in consideration for the issue of
Crest Nicholson shares to Avant shareholders, whilst retaining the listing of
Crest Nicholson on the Main Market of the London Stock Exchange.

The Avant proposal implied Avant shareholders, including its main shareholder,
Elliott Investment Management, L.P. (together with its affiliates, "Elliott"),
would own approximately 30 per cent. of the enlarged group.

The Board of Crest Nicholson evaluated the Avant proposal with its financial
advisers, Barclays and Jefferies, and concluded it was not currently minded to
engage in discussions regarding a potential transaction with Avant while in an
offer period in relation to a possible all-share offer from Bellway plc
("Bellway"). Accordingly, the Board of Crest Nicholson sent a letter to Avant
on 27 June 2024 setting out its decision and explaining its position.

In accordance with Rule 2.6(a) of the Code, Bellway is required, by not later
than 5.00 p.m. (London time) on 11 July 2024, being 28 days after 13 June
2024, the date of the announcement made by Bellway publishing details of the
Revised Proposal, either to announce a firm intention to make an offer for
Crest Nicholson in accordance with Rule 2.7 of the Code or to 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 only be extended with the consent of the Panel on
Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

This announcement has been made without the consent of Avant, Elliott or
Bellway.

 

Enquiries:

Crest Nicholson Holdings plc
 
  + 44 (0) 19 3258 0555

Martyn Clark (Chief Executive Officer)

Bill Floydd (Group Finance Director)

Jenny Matthews (Head of Investor Relations)

 

Barclays Bank PLC, acting through its Investment
Bank
         + 44 (0) 20 7623 2323

(Joint Financial Adviser and Joint Corporate Broker)

Robert Mayhew

Osman Akkaya

Stuart Jempson

Mark Gunalan

 

Jefferies International Limited
 
   + 44 (0) 20 7029 8000

(Joint Financial Adviser and Joint Corporate Broker)

Philip Yates

Sam Barnett

Will Soutar

Thomas Bective

 

Teneo
 
                            + 44 (0) 20 7260 2700

(Financial Communications Adviser)

James Macey White

Giles Kernick

 

 

Important notices

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise.

 

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

 

Notice related to financial advisers

 

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.

 

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.

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