REG - Barratt Developments Redrow PLC - Combination Update

RedrowAnnouncement

21/08/2024 07:15

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RNS Number : 1800B  Barratt Developments PLC  21 August 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

21 August 2024

RECOMMENDED ALL-SHARE OFFER FOR THE COMBINATION

of

BARRATT DEVELOPMENTS PLC ("Barratt")

and

REDROW PLC ("Redrow")

to be effected by means of a scheme of arrangement under

Part 26 of the Companies Act 2006

UPDATE ON THE CMA PROCESS

On 7 February 2024, the boards of Barratt and Redrow announced that they had
reached agreement on the terms of a recommended all-share offer for the
combination of Barratt and Redrow, pursuant to which Barratt will acquire the
entire issued and to be issued ordinary share capital of Redrow
(the "Combination"). The Combination is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme"), with full terms and conditions of the Combination set out in
the scheme document which was published on 19 April 2024 (the "Scheme
Document").

On 8 August 2024, the United Kingdom's Competition and Markets Authority (the
"CMA") concluded its Phase 1 investigation in respect of the Combination and
found that the Combination does not raise any UK-wide competition issues but
that it had concerns regarding the supply of new build private residential
housing in only one of the more than 400 local areas where the two companies
overlap under the CMA's chosen methodology to assess the local effects of the
Combination, and where there were fewer than 10 plots remaining to sell at the
time of the CMA's review. Following this announcement, Barratt and Redrow have
engaged with the CMA with the objective of agreeing suitable undertakings
which would address the CMA's limited concerns and avoid the need for a
reference to a full Phase 2 investigation.

Undertakings in lieu of a Phase 2 investigation

On 15 August 2024, the parties submitted to the CMA undertakings in lieu of a
reference to a Phase 2 investigation.

Today the CMA has announced that it considers there are reasonable grounds to
believe that the undertakings offered by the parties, or a modified version of
them, might be accepted by the CMA to remedy the issues it had identified,
thereby precluding the need for a Phase 2 investigation.

In line with standard procedure, the CMA has until 18 October 2024 to decide
whether to accept the undertakings, with the possibility to extend this
timeframe to 13 December 2024 if it considers there are special reasons for
doing so.

Next steps

The last day of dealings in, and for the registration and transfer of, Redrow
Shares, will be today, 21 August 2024. No transfers of Redrow Shares will be
registered after 6:00 p.m. today. The Scheme is also expected to become
effective later today.

Further announcements will be made when appropriate.

Other

Full details of the Combination are set out in the Scheme Document, which is
also available on Barratt's website at
https://www.barrattdevelopments.co.uk/investors/barratt-redrow and Redrow's
website at https://investors.redrowplc.co.uk/offer-for-redrow.

All references to times in this announcement are to London time, unless
otherwise stated.

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

 

Enquiries

 Barratt Developments plc                                                                                    +44 (0) 20 7404 5959

 Mike Scott, Chief Financial Officer

 John Messenger, Group Investor Relations Director

 UBS (Lead Financial Adviser, Sole Corporate Broker and Sponsor to Barratt)      +44 (0) 20 7567 8000

 Jonathan Retter

 Joe Hannon

 Anisah Mahomed

 Morgan Stanley (Financial Adviser to Barratt)                                   +44 (0) 20 7425 8000

 Shirav Patel

 Nick White

 Brunswick Group LLP (Public Relations Adviser to Barratt)                       +44 (0) 20 7404 5959

 Jonathan Glass

 Rosie Oddy

 Peter Hesse

 Redrow plc                                                                       +44 (0) 1244 520 044

 Matthew Pratt, Group Chief Executive

 Barbara Richmond, Group Finance Director
 Barclays Bank PLC, acting through its Investment Bank (Joint Financial Adviser  +44 (0) 20 7623 2323
 and Corporate Broker to Redrow)

 Alisdair Gayne

 Osman Akkaya

 Tom Macdonald

 Akshay Majithia

 Mark Gunalan
 Peel Hunt (Joint Financial Adviser, Sole Rule 3 Adviser and Corporate Broker     +44 (0) 20 7418 8900
 to Redrow)

 Charles Batten

 Marc Jones

 Pete Mackie

 Ben Harrington

 Rebecca Bankhead
 Instinctif Partners (Public Relations Adviser to Redrow)                        +44 (0) 20 7457 2020

 Guy Scarborough

Linklaters LLP is acting as legal adviser to Barratt and Slaughter and May is
acting as legal adviser to Redrow.

Important Notices

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential Regulation
Authority in the United Kingdom. UBS is acting exclusively as sole corporate
broker, lead financial adviser and sole sponsor to Barratt and no one else in
connection with the Combination. In connection with such matters, UBS will not
regard any other person as its client, nor will it be responsible to any other
person for providing the protections afforded to its clients or for providing
advice in relation to the Combination, the contents of this announcement or
any other matter referred to herein.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is
authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the UK
is acting as financial adviser exclusively for Barratt and no one else in
connection with the Combination. In connection with the Combination, Morgan
Stanley, its affiliates and their respective directors, officers, employees
and agents will not regard any other person as their client, nor will they be
responsible to any person other than Barratt for providing the protections
afforded to clients of Morgan Stanley or for providing advice in connection
with any matter referred to herein.

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 Redrow and no one else in connection with
the subject matter of this announcement and will not be responsible to anyone
other than Redrow for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the subject matter of this
announcement.

In accordance with the Takeover Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will
continue to act as exempt principal trader in Redrow 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
Takeover Code will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at 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.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively as financial
adviser and corporate broker to Redrow and for no one else in connection with
the matters referred to in this announcement and will not be responsible to
any person other than Redrow for providing the protections afforded to clients
of Peel Hunt, nor for providing advice in relation to the matters referred to
herein. Neither Peel Hunt nor any of its 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 Peel Hunt in connection with the matters referred to in this
announcement, or otherwise.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in relation to the Combination or
the Scheme or otherwise, in any jurisdiction in which such offer, invitation
or solicitation is unlawful.

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

This announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the 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 England and Wales. Nothing
in this announcement should be relied on for any other purpose.

Overseas Shareholders

The availability of the Combination to Redrow Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Any person outside the United
Kingdom or who are subject to the laws and/regulations of another jurisdiction
should inform themselves of, and should observe, any applicable legal and/or
regulatory requirements.

The release, publication or distribution of this announcement in or into or
from jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, such
restrictions. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Combination disclaim any responsibility or liability for the violation
of such restrictions by any person.

Unless otherwise determined by Barratt or required by the Takeover Code and
permitted by applicable law and regulation, the Combination will 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 Combination by any such use, means, instrumentality or
form (including, without limitation, facsimile, email or other electronic
transmission, telex or telephone) within any 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 Scheme
Document and all documents relating to the Combination 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 and all
documents relating to the Combination (including custodians, nominees and
trustees) must observe these restrictions and 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. Doing so may render invalid any
purported vote in respect of the Combination.

Additional information for US investors

The Combination relates to shares of an English company and is proposed to be
made by means of a scheme of arrangement under English law. US Redrow
Shareholders should note that the Scheme relates to the shares of a UK company
and will be governed by English law. Neither the US proxy solicitation rules
nor the tender offer rules under the US Exchange Act will apply to the
Combination and the Scheme. Moreover, the Combination and the Scheme are
subject to the disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure requirements of the
US proxy solicitation rules and tender offer rules.

Financial information included in the relevant documentation has been prepared
in accordance with accounting standards applicable in the UK and may not be
comparable to financial statements of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US. If Barratt were to exercise its rights to
implement the Combination by means of a Takeover Offer and determines to
extend the offer into the United States, such Takeover Offer would be made in
compliance with all applicable United States laws and regulations. Such a
Takeover Offer would be made in the United States by Barratt and no one else.

Neither the SEC nor any securities commission of any state of the US nor any
other US regulatory authority has approved the Combination, passed upon the
fairness of the Combination or the adequacy or accuracy of this announcement,
the Scheme Document, the Barratt Prospectus, the Barratt Circular or any
accompanying documents. Any representation to the contrary is a criminal
offence in the US.

In accordance with the Takeover Code and normal UK practice, and pursuant to
Rule 14e-5(b) of the US Exchange Act, in the event that the Combination is
implemented by way of a Takeover Offer: (a) Barratt or its nominees, or its
brokers (acting as agents), may from time to time make certain purchases of,
or arrangements to purchase, shares or other securities of Redrow outside of
the US, other than pursuant to the Combination, until the date on which the
Combination and/or Scheme becomes effective, lapses or is otherwise withdrawn;
and (b) Barclays and its affiliates will continue to act as exempt principal
traders in Redrow securities on the London Stock Exchange. If purchases or
arrangements to purchase were to be made as contemplated by clause (a) of this
paragraph, they would occur either in the open market at prevailing prices or
in private transactions at negotiated prices, and any information about such
purchases or arrangements to purchase would be disclosed as required in the
UK, would be reported to a Regulatory Information Service and would be
available on the London Stock Exchange website at www.londonstockexchange.com.
Purchases contemplated by clause (b) of this paragraph that are required to be
made public in the United Kingdom pursuant to the Takeover Code would be
reported to a Regulatory Information Service and would be available on the
London Stock Exchange website at www.londonstockexchange.com.

The New Barratt Shares have not been, and will not be, registered with the SEC
under the US Securities Act or under the securities laws of any state or other
jurisdiction of the United States. Accordingly, the New Barratt Shares may not
be offered, sold, resold, delivered, distributed or otherwise transferred,
directly or indirectly, in or into or from the United States absent
registration under the US Securities Act or an exemption therefrom. The New
Barratt Shares are expected to be issued in reliance upon the exemption from
the registration requirements of the US Securities Act provided by Section
3(a)(10) thereof. Redrow Shareholders (whether or not US persons) who are or
will be affiliates (within the meaning of the US Securities Act) of Barratt or
Redrow prior to, or of Barratt after, the Effective Date will be subject to
certain US transfer restrictions to the New Barratt Shares received pursuant
to the Scheme.

For the purpose of qualifying for the exemption from the registration
requirements of the US Securities Act (as described above), Redrow will advise
the Court through counsel that its sanctioning of the Scheme will be relied
upon by Barratt as an approval of the Scheme following a hearing on its
fairness to Scheme Shareholders, at which hearing all such holders are
entitled to attend in person or through representation to support or oppose
the sanctioning of the Scheme and with respect to which notification has been
given to all such holders.

The Combination is not structured in order to achieve any particular United
States (or other non-UK) tax treatment for Redrow Shareholders, non-UK tax
considerations have not been taken into account in structuring the
Combination, and no analysis has been conducted regarding the United States
(or other non-UK) tax treatment of the Combination to Redrow Shareholders or
otherwise. Each Redrow Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of the
Combination applicable to them, including under applicable United States state
and local, as well as overseas and other, tax laws.

Redrow and Barratt are organised under English law. Some or all of the
officers and directors of Redrow and Barratt are residents of countries other
than the United States. It may not be possible to sue Redrow or Barratt or
their respective directors or officers in a non-US court for violations of US
securities laws. It may be difficult to compel Redrow, Barratt and/or their
respective affiliates, directors and officers to subject themselves to the
jurisdiction and judgment of a US court.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Combination, and other
information published by Redrow, Barratt or any member of their respective
groups contain statements which are, or may be deemed to be, "forward-looking
statements". Such forward-looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the environment in
which Barratt, Redrow, or the Combined Group will operate in the future and
are subject to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement relate to
Barratt, Redrow or the Combined Group's future prospects, developments and
business strategies, the expected timing and scope of the Combination and
other statements other than historical facts. In some cases, these forward
looking statements can be identified by the use of forward looking
terminology, including the terms "believes", "estimates", "will look to",
"would look to", "plans", "prepares", "anticipates", "expects", "is expected
to", "is subject to", "budget", "scheduled", "forecasts", "synergy",
"strategy", "goal", "cost-saving", "projects", "intends", "may", "will",
"shall" or "should" or their negatives or other variations or comparable
terminology. 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 Barratt's, Redrow's or the Combined Group's
operations and potential synergies resulting from the Combination; and (iii)
the effects of global economic conditions and governmental regulation on
Barratt's, Redrow's or the Combined Group's business.

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. These events and circumstances include changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease outbreak. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.

Neither Barratt, Redrow 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. Given these risks and
uncertainties, potential investors should not place any reliance on forward
looking statements.

Specifically, statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Combined Group, there may be additional
changes to the Combined Group's operations. As a result, and given the fact
that the changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.

The forward-looking statements speak only at the date of this announcement.
All subsequent oral or written forward-looking statements attributable to
Barratt or Redrow, or any of their respective associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the
cautionary statement above.

Barratt and Redrow expressly disclaim any obligation to update such statements
other than as required by law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share for Barratt or Redrow, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for Barratt
or Redrow, as appropriate.

Disclosure requirements of the Takeover Code

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.

Details of the offeree and offeror companies in respect of whose relevant
securities Dealing Disclosures must be made can be found in the Disclosure
Table on the Takeover Panel's website at 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 a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available on Barratt's and Redrow's
websites at https://www.barrattdevelopments.co.uk/investors/barratt-redrow and
https://investors.redrowplc.co.uk/offer-for-redrow, respectively, by no later
than 12 noon (London time) on 22 August 2024. For the avoidance of doubt, the
contents of those websites are not incorporated and do not form part of this
announcement.

Requesting hard copies

Barratt Shareholders may, subject to applicable securities law, request a hard
copy of this announcement by contacting Barratt's Registrars, Equiniti Group,
between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in
England and Wales) on +44 371 384 2657 or by submitting a request in writing
to Equiniti Group, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

Redrow Shareholders may request a hard copy of this announcement by contacting
Redrow's Registrars, Computershare Investor Services PLC ("Computershare"),
between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in
England and Wales) on +44 (0)370 707 1257 or by submitting a request in
writing to Computershare, The Pavilions, Bridgwater Road, Bristol BS13 8AE.

General

If you are in any doubt as to the contents of this announcement, you should
consult your stockbroker, bank manager, solicitor, accountant or independent
professional adviser who, if you are taking advice in the United Kingdom, is
authorised pursuant to the Financial Services and Markets Act 2000 (as
amended) or, if you are in a territory outside the United Kingdom, is an
appropriately authorised financial adviser.

The International Securities Identification Number for Barratt is GB0000811801
and the International Securities Identification Number for Redrow is
GB00BG11K365.

Barratt Developments plc LEI: 2138006R85VEOF5YNK29

Redrow plc LEI: 2138008WJZBBA7EYEL28

 

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