REG - Bluestar Group Home REIT PLC - Update regarding Possible Offer for Home REIT plc

Home ReitAnnouncement

10/05/2023 18:30

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RNS Number : 0152Z  Bluestar Group  10 May 2023

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
 

10 May 2023

 

Update regarding possible offer for Home REIT PLC ("Home") by Bluestar Group
Limited ("Bluestar")

Since Home's 16 February 2023 announcement, Bluestar has invested significant
time and resources in arranging financing, carrying out outside-in due
diligence and continuing to engage or attempt to engage with Home on the
possible offer. To support this, Home provided Bluestar with limited diligence
information in February 2023, but, despite repeated attempts by Bluestar, has
provided nothing in the subsequent months. We have also not been provided
access to the board of Home (the "Board"). On 14 April 2023 Bluestar submitted
a proposal to the Board for the entire issued and to be issued share capital
of Home for 40 pence per share in cash (the "Possible Offer"). Any
announcement by Bluestar of a firm intention to make an offer pursuant to Rule
2.7 remains subject to the satisfaction or waiver (by Bluestar) of a limited
number of customary pre-conditions, including financing, which is at an
advanced stage with its anticipated financing providers, and due diligence,
which awaits appropriate engagement from Home.

The Possible Offer represents a premium to Home's share price as at suspension
of its ordinary shares prior to market open on 3 January 2023 despite a
heavily negative news flow and a serious deterioration in Home's rent
collections and broader operational performance. Bluestar considers that the
Possible Offer provides a route to upfront liquidity, at a valuation level
that Bluestar does not anticipate Home achieving in the public markets in the
medium term and with significantly reduced execution risk relative to other
strategic options that may be available to the Board to deliver value to the
shareholders of Home.

Bluestar remains highly motivated and enthusiastic about the Possible Offer
but has been frustrated by the lack of engagement from the Board, which has
been particularly pronounced in the last three weeks. Home has declined
repeatedly to provide a formal response to the Possible Offer but Home's
financial adviser, Smith Square Partners ("SSP"), has provided guidance that
Bluestar should wait patiently until the Board is able to assess the Possible
Offer and provide Bluestar with the requested due diligence information. SSP
was also clear that it expected the Board to view favourably any requests by
Bluestar to extend the current and future PUSU deadlines. In recent weeks,
Bluestar has repeatedly attempted to meet with Home's Chairperson and SSP in
order to explore ways in which it might receive information and access in
order to progress its due diligence. Bluestar has been disappointed to receive
no meaningful engagement with the only meeting that Bluestar was able to
schedule between Lynne Fennah, the Home Chairperson, SSP, Bluestar and Numis
being cancelled by SSP on behalf of Home at short notice.

On 5 May 2023, Bluestar made a formal request to Home for an extension to the
PUSU deadline of 5.00 p.m. on 11 May 2023 (the "PUSU Deadline"). In the
subsequent days, we have repeatedly attempted to engage and meet with Home and
SSP. On the afternoon of 10 May 2023, approximately 27 hours before the
expiration of the PUSU Deadline, SSP delivered the staggering message that the
Board had met and decided that it would not grant an extension to the PUSU
Deadline as "Bluestar has not sufficiently progressed the Possible Offer."
This is despite Bluestar having received no information since February and
having been guided by SSP that Home desired Bluestar to wait patiently until
the Board is able to assess the Possible Offer and provide Bluestar with the
requested due diligence information.

Bluestar considers that the Board should have greater attention to its
fiduciary duties to shareholders to promote the success of Home and considers
that this Board decision removes a major element of optionality for
Shareholders at what is undoubtedly a very difficult time for Home given its
suspension, potential delisting and the very challenging circumstances it
finds itself in.

It is the firm view of Bluestar that it would be in the best interests of
shareholders and other Home stakeholders for the Board to extend the PUSU
Deadline and to engage properly with Bluestar on ways to facilitate a
streamlined due diligence process. Bluestar considers that the Possible Offer
would attract the support of shareholders and so should be permitted to
explore whether the Possible Offer can progress to a firm offer that can be
presented to shareholders for their consideration. Bluestar is committed to
engaging collaboratively with Home and moving expeditiously for the benefit of
the shareholders.

Given the imminence of the PUSU Deadline, Bluestar is requesting shareholders
to immediately urge the Board to extend the upcoming PUSU Deadline and engage
properly with Bluestar on the Possible Offer. Bluestar notes that if the Board
continues to refuse to seek to extend the PUSU period by 5.00 p.m. (London
time) on 11 May 2023 and Bluestar announces that it does not intend to make an
offer, Bluestar will not be allowed to make another offer for 6 months other
than in very limited circumstances permitted by the Code.

Important Code notes

As announced by Home on 13 April 2023, in accordance with Rule 2.6(c) of the
Code, at Home's request, the Panel on Takeovers and Mergers (the "Takeover
Panel") consented to a further extension to the deadline by which Bluestar is
required either to announce a firm intention to make an offer for Home in
accordance with Rule 2.7 of the Code or announce that it does 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. Such announcement must be made by not
later than 5.00 p.m. (London time) on 11 May 2023.

This revised deadline may be extended further, at the request of the Board of
Home and with the consent of the Takeover Panel, in accordance with Rule
2.6(c) of the Code, and the requirement to make an announcement in accordance
with Rule 2.6(a) will cease to apply in the circumstances set out in Rule
2.6(b) of the Code (if a firm intention to make an offer for the Company in
accordance with Rule 2.7 of the Code is announced by another offeror prior to
the deadline).

There can be no certainty that an offer will ultimately be made for the
Company. A further statement will be made as and when appropriate.

In accordance with Rule 2.5(a) of the Code, Bluestar reserves the right to
make an offer for Home on less favourable terms than those described in this
announcement: (i) with the agreement or recommendation of the Board of Home;
(ii) if a third party announces a firm intention to make an offer for Home
which, at that date, is of a value less than the value of the Possible Offer;
(iii) following the announcement by Home of a Rule 9 waiver transaction
pursuant to Appendix 1 of the Code; or (iv) to the extent that Home declares,
makes or pays any dividend or distribution or other payment to its
shareholders (in which case Bluestar reserves the right to make an equivalent
reduction to the proposed price).

In connection with the possibility of Bluestar making a cash offer for Home
(if it were so inclined), Bluestar reserves the right to vary the form and /
or mix of the consideration it would offer.

 

Enquiries:

Numis (Financial Adviser to Bluestar)

Hugh
Jonathan
+44 (0) 207 260 1000

Stuart Ord

 

About Bluestar

Bluestar, founded by Ben Gotlieb, is a special situations investment company
set up to acquire and lend capital to pan European real estate-backed
businesses and development schemes.

A subsidiary of Bluestar had previously entered into a business arrangement
with Alvarium RE Limited, a former affiliate of Alvarium Home REIT Advisors
Limited ("Alvarium Home"). This business arrangement, ended in December 2022
and is in the process of being dissolved. For the avoidance of doubt, neither
Bluestar nor any of its group companies has any business association or
otherwise with Alvarium Home or any of its group companies.

Inside Information

The information contained within this announcement is deemed by Bluestar to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). On the publication of this announcement via
a Regulatory Information Service, this inside information is now considered
to be in the public domain.

Further information

Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively for
Bluestar 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 Bluestar for providing the protections afforded to clients of Numis, nor
for providing advice in relation to any matter referred to herein. Neither
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 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.

Publication on Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at www.bluestargr.com promptly and in any event by no later than 12
noon on the business day following this announcement. The content of this
website is not incorporated into and does not form part of this announcement.

Ends

 

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