REG - CPI Property Group Globalworth Real Est Aroundtown SA - Offer Update - Romanian Antitrust Approval

Globalworth Real Estate InvestmentsAnnouncement

08/07/2021 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20210708:nRSH5427Ea&default-theme=true

RNS Number : 5427E  CPI Property Group  08 July 2021

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 OR REGULATIONS OF THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

 

8 July 2021

 

CASH OFFER

FOR

GLOBALWORTH REAL ESTATE INVESTMENTS LIMITED

BY

CPI PROPERTY GROUP S.A. AND AROUNDTOWN SA

THROUGH

ZAKIONO ENTERPRISES LIMITED

 

RECEIPT OF ROMANIAN ANTITRUST APPROVAL

 

Introduction

On 14 April 2021, CPI Property Group S.A. ("CPI") and Aroundtown SA
("Aroundtown") announced the terms of a cash offer pursuant to which Zakiono
Enterprises Limited ("Zakiono") would acquire the entire issued and to be
issued share capital (not already held, or agreed to be acquired, by Zakiono)
of Globalworth Real Estate Investments Limited ("Globalworth") (the "Offer").
The full terms of, and conditions to, the Offer and the procedures for
acceptance were set out in the offer document dated 12 May 2021 (the "Offer
Document").

Unless otherwise stated, the terms used in this announcement have the same
meanings as given to them in the Offer Document.

Update on regulatory clearances

On 18 May 2021, the President of the Office of Competition and Consumer
Protection in Poland issued an unconditional decision of non-objection
approving the Offer under Phase 1 merger proceedings, in accordance with the
provisions of Article 18 of the Polish Competition Law. The Polish Antitrust
Condition has therefore been satisfied.

On 7 July 2021, the Romanian Competition Council issued an unconditional
decision of non-objection approving the Offer under a Phase 1 process, in
accordance with the provisions of Article 47 para. (2) let. a) of the Romanian
Competition Law and Article 21 let. a) of the Romanian Merger Regulation. The
Romanian Antitrust Condition has therefore been satisfied.

The Offer remains subject to the terms and conditions set out in the Offer
Document.

 

General

This announcement should be read in conjunction with the full text of the
Offer Document.

Subject to certain restrictions relating to persons resident in a Restricted
Jurisdiction, the Offer Document will be available on the websites of CPI and
Aroundtown at https://www.cpipg.com/shareholder-corner-en#tab-item-0
(https://protect-eu.mimecast.com/s/XyH8C68ppHy51LQTpE5K1?domain=cpipg.com)
 and
https://www.aroundtown.de/investor-relations/joint-offer-for-globalworth/
(https://www.aroundtown.de/investor-relations/joint-offer-for-globalworth/)
respectively, up to and including 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.

Further copies of the Offer Document and the Form of Acceptance may be
obtained by contacting the Receiving Agent, Computershare at Corporate Actions
Projects, Bristol, BS99 6AH or on 0370 707 4040 from within the United Kingdom
or +44 (0)370 707 4040 if calling from outside the United Kingdom between 9.00
a.m. and 5.00 p.m. (London time) Monday to Friday (except UK public holidays).
Calls to the helpline from outside the UK will be charged at the applicable
international rate. Please note that Computershare cannot provide any
financial, legal or tax advice and calls may be recorded and monitored for
security and training purposes.

Enquiries

 CPI                                                 + 352 (0) 26 47 67 58

 David Greenbaum, Chief Financial Officer            d.greenbaum@cpipg.com

 Joe Weaver, Director of Capital Markets             j.weaver@cpipg.com
 Aroundtown                                          + 352 (0) 288 313

Eyal Ben David, Chief Financial Officer
eyal@aroundtown.lu

Timothy Wright, Head of Investor Relations
timothy@aroundtown.de
 Barclays (financial adviser to CPI and Zakiono)     + 44 (0) 20 7623 2323
 Brendan Jarvis

Derek Shakespeare

Akshay Majithia
 Citi (financial adviser to Aroundtown and Zakiono)  + 44 (0) 20 7986 4000
 Edward McBride

Alex Herzberger

Peter Davis
 SEC Newgate (PR adviser)                            +44 (0) 7952 836 196
 Tali Robinson, Managing Director
+44 (0) 7899 790 749

Clotilde Gros, Director

Hogan Lovells International LLP is acting as legal adviser to CPI and Zakiono.

White & Case LLP is acting as legal adviser to Aroundtown.

Important Notices

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 FCA and the Prudential Regulation Authority, is acting
exclusively for Zakiono and CPI and no one else in connection with the Offer
and the matters referred to in this announcement and will not be responsible
to anyone other than Zakiono and CPI for providing the protections afforded to
clients of Barclays nor for providing advice in relation to the Offer or any
other matter 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 Globalworth 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
(file:///C:/Users/harrista/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/41UQ8IJV/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.

Citigroup Global Markets Europe AG ("Citi"), which is authorised and regulated
by the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht - "BaFin") and Bundesbank, is acting as
financial adviser for Zakiono and Aroundtown and for no one else in connection
with the matters described in this announcement, the Offer and will not be
responsible to anyone other than Zakiono and Aroundtown for providing the
protections afforded to clients of Citi nor for providing advice in connection
with the Offer, or any other 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, the Offer or otherwise.

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer to sell or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise. The Offer is being made solely through the
Offer Document, which together with the associated Form of Acceptance contains
the full terms and conditions of the Offer, including details of how to accept
the Offer. Any acceptance or other response to the Offer should be made only
on the basis of the information in the Offer Document.

This announcement does not constitute a prospectus or prospectus equivalent
document.

 

Overseas Shareholders

The release, publication, distribution or availability of this announcement or
the Offer to persons who are residents, citizens or nationals of,
jurisdictions other than the United Kingdom and Guernsey may be restricted by
the laws and regulations of those jurisdictions and therefore any persons into
whose possession this announcement comes (who are subject to the laws and
regulations of any jurisdiction other than the United Kingdom and Guernsey)
should inform themselves of, and observe, any applicable restrictions. In
particular, the ability of persons who are not resident in the United Kingdom
or Guernsey, or who are subject to the laws of another jurisdiction, to
participate in the Offer or to accept or procure the acceptance of the Offer,
may be affected by the laws of the relevant jurisdictions in which they are
located. Globalworth Shareholders who are in any doubt regarding such matters
should consult an appropriate independent financial adviser in their relevant
jurisdiction without delay. Any failure to comply with such requirements may
constitute a violation of the laws and/or regulation of any such jurisdiction.
To the fullest extent permitted by applicable law, the companies and other
persons involved in the Offer disclaim any responsibility or liability for any
violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with English
law, Guernsey law and the Code and information disclosed may not be the same
as that which would have been prepared in accordance with the laws of
jurisdictions outside England and Guernsey.

Unless otherwise determined by Zakiono or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer shall 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 Offer by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement, the Form of Acceptance and all documents relating to the
Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement, the Form of Acceptance and all documents
relating to the Offer (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such jurisdictions
where to do so would violate the laws in that jurisdiction.

Further information for Overseas Shareholders is set out in paragraph 8 of
Part 2 of Appendix 1 to the Offer Document. Any person (including, without
limitation, any custodian, nominee or trustee) who would, or otherwise intends
to, or who may have a contractual or legal obligation to forward this
announcement, together with the accompanying Form of Acceptance, to any
jurisdiction outside the United Kingdom should read that paragraph.

Notice to Shareholders in the United States

The Offer is being made to Globalworth Shareholders resident in the United
States in reliance on, and compliance with, Regulation 14E and the related
rules promulgated under the US Securities Exchange Act of 1934 (the "Exchange
Act"), subject to any exemptions or relief therefrom, as applicable, including
as set forth in Rule 14d-1(c) of the Exchange Act, and otherwise in accordance
with the requirements of the Code, the Panel, the London Stock Exchange and
the Financial Conduct Authority. The Offer is being made in the United States
by the Consortium and no one else.

The Offer relates to the shares of a Guernsey incorporated company that is not
registered under the Exchange Act and is admitted to trading on AIM and is
subject to disclosure and other procedural requirements, format and style
which are different from those in the United States including with respect to
withdrawal rights, offer timetable and settlement procedures.

Financial information included in this announcement has been or will be
prepared in accordance with accounting standards applicable in Guernsey and
the United Kingdom, and 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.

The receipt of consideration by a US holder for the transfer of its
Globalworth Shares pursuant to the Offer may be a taxable transaction for
United States federal income tax purposes and under applicable United States
federal, state and local, as well as non-US and other, tax laws. Each
Globalworth Shareholder is urged to consult their independent professional
adviser immediately regarding any acceptance of the Offer including, without
limitation, the tax consequences of the Offer applicable to them, including
under applicable United States federal, state and local, as well as non-US and
other, tax laws.

It may be difficult for US holders to enforce their rights, effect service of
process within the United States and/or enforce any claim and claims arising
out of the US federal securities laws, since Globalworth is incorporated under
the laws of Guernsey, Zakiono is incorporated under the laws of Cyprus, CPI
and Aroundtown are incorporated under the laws of Luxembourg and the majority
of the officers and directors of each of Globalworth, CPI, Aroundtown and
Zakiono are residents of countries other than the United States and most of
their respective assets are outside the United States. It may not be possible
to sue Globalworth, CPI, Aroundtown or Zakiono, or any of their respective
directors, officers or affiliates, in a non-US court for violations of US
laws, including US securities laws. It may be difficult to compel Globalworth,
CPI, Aroundtown and Zakiono and their respective directors, officers and
affiliates to subject themselves to the jurisdiction of a US court. There is
doubt as to the enforceability in the United Kingdom and Guernsey of original
actions, or of actions for enforcement of judgments of US courts, based on
civil liability provisions of US federal securities laws and judgments of a US
court.

Neither the SEC nor any US state securities commission has approved or
disapproved the Offer, or passed upon the fairness of the Offer or passed upon
the adequacy or accuracy of the information contained in this announcement or
otherwise in respect of the Offer. Any representation to the contrary is a
criminal offence in the United States.

No offer to acquire securities or to exchange securities for other securities
has been made, or will be made, directly or indirectly, in or into, or by the
use of the mails of, or by any means or instrumentality of interstate or
foreign commerce or any facilities of a national securities exchange of, the
United States or any other country in which such offer may not be made other
than: (i) in accordance with the tender offer requirements under the Exchange
Act, or the securities laws of such other country, as the case may be; or (ii)
pursuant to an available exemption from such requirements.

In accordance with normal UK practice CPI, Aroundtown and Zakiono or their
respective nominees, or their respective brokers (acting as agents), may, from
time to time, make certain purchases of, or arrangements to purchase,
Globalworth Shares outside of the United States, other than pursuant to the
Offer, until the date on which the Offer becomes effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed, as required in the UK,
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) . No purchases will be made other than
pursuant to the Offer in the United States by or on behalf of CPI and
Aroundtown, their affiliates or their respective nominees.

The receipt of cash by a US holder as consideration for the transfer of its
Globalworth 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 Globalworth Shares is
urged to consult their independent professional adviser immediately regarding
the tax consequences of the Offer applicable to them.

Notice to Shareholders in the Republic of South Africa

 

The communication of this announcement to Globalworth Shareholders should not
be construed as constituting any form of investment advice or recommendation,
guidance or proposal of a financial nature under the South African Financial
Advisory and Intermediary Services Act, 2002. The Offer is not being made to,
and does not constitute, an "offer to the public" (as such term is defined in
the South African Companies Act, 2008 (the "SA Companies Act")) and does not,
nor is it intended to constitute, a "registered prospectus" (as such term is
defined in the SA Companies Act) prepared and registered under the SA
Companies Act. Further, the right of any entity or individual who is a South
African resident, to participate in the Offer is subject to such resident
having demonstrated to the Consortium's reasonable satisfaction that it has
obtained, all necessary exchange control approvals pursuant to the South
African Exchange Control Regulations, 1961, promulgated under the Currency and
Exchanges Act, 1933 and the policies and directives of the Financial
Surveillance Department of the South African Reserve Bank or otherwise.

 

Forward looking statements

 

This announcement (including information incorporated by reference in this
announcement) contain statements about Globalworth, CPI, Aroundtown and
Zakiono that are or may be forward-looking statements which are prospective in
nature. All statements other than statements of historical facts may be
forward-looking statements. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as "targets",
"plans", "believes", "expects", "aims", "intends", "will", "should", "could",
"would", "may", "anticipates", "estimates", "synergy", "cost-saving",
"projects", "goal" or "strategy" or, words or terms of similar substance or
the negative thereof. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Globalworth's, CPI's,
Aroundtown's, or Zakiono's operations; and (iii) the effects of government
regulation on Globalworth's, CPI's, Aroundtown's, or Zakiono's business.

 

These forward-looking statements are not guarantees of future performance.
Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking statements.
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
of this announcement. All subsequent oral or written forward-looking
statements attributable to Globalworth, CPI, Aroundtown or Zakiono or any of
their respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by the
cautionary statement above. Globalworth, CPI, Aroundtown and Zakiono disclaim
any obligation to update any forward-looking or other statements contained in
this announcement, except as required by applicable law.

 

Citi and Barclays (and their respective affiliates) expressly disclaim any
obligation or undertaking to update, review or revise any forward-looking
statement contained in this announcement whether as a result of new
information, future developments or otherwise.

 

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 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 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 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 (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 a website

This announcement and the documents required to be published pursuant to Rule
26.1 of the Takeover Code will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on the
websites of CPI and Aroundtown at
https://www.cpipg.com/shareholder-corner-en#tab-item-0
(https://protect-eu.mimecast.com/s/XyH8C68ppHy51LQTpE5K1?domain=cpipg.com) and
https://www.aroundtown.de/investor-relations/joint-offer-for-globalworth/
(https://www.aroundtown.de/investor-relations/joint-offer-for-globalworth/)
respectively by no later than 12 noon (London time) 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, Globalworth Shareholders,
persons with information rights and participants in the Globalworth Share
Schemes may request a hard copy of this announcement by contacting the
Receiving Agent, Computershare at Corporate Actions Projects, Bristol, BS99
6AH or on 0370 707 4040 from within the United Kingdom or on +44 (0)370 707
4040 if calling from outside the United Kingdom between 9.00 a.m. and 5.00
p.m. (London time) Monday to Friday (except UK public holidays). You may also
request that all future documents, announcements and information to be sent to
you in relation to the Offer should be sent in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Globalworth Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Globalworth may be provided to Zakiono during the Offer Period as required
under Section 4 of Appendix 4 of the Takeover Code, and as noted at Rule
2.11(c).

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPRRMBTMTJMTMB