REG - Barratt Developments Redrow PLC - Publication of Circular and Prospectus

RedrowAnnouncement

19/04/2024 13:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240419:nRSS3442La&default-theme=true

RNS Number : 3442L  Barratt Developments PLC  19 April 2024

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 OF THAT JURISDICTION

THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR A PROSPECTUS EQUIVALENT
DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO
THE NEW BARRATT SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME
DOCUMENT, THE CIRCULAR AND THE PROSPECTUS WHICH ARE BEING PUBLISHED TODAY.

19 April 2024

 

RECOMMENDED ALL-SHARE OFFER FOR THE COMBINATION

of

Barratt Developments PLC ("Barratt")

and

Redrow plc ("Redrow")

Publication of Circular and Prospectus

On 7 February 2024, the Barratt Board and the Redrow Board 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").

Under the terms of the Combination, completion of which is subject to the
satisfaction (or, where applicable, waiver) of the Conditions, each Scheme
Shareholder will be entitled to receive 1.44 New Barratt Shares for each
Scheme Share held.

Barratt announces that both a circular (the "Circular") and a prospectus (the
"Prospectus") in respect of the Combination and the proposed issuance and
admission of the New Barratt Shares to the premium segment of the Official
List and to trading on the London Stock Exchange's Main Market, have been
approved by the FCA and published today.

The Circular contains a notice convening a general meeting of Barratt
Shareholders to be held at the Seligman Theatre, Royal College of Physicians,
11 St Andrews Place, London, NW1 4LE at 10.00 a.m. on 15 May 2024 (the
"Barratt General Meeting") to consider and, if thought fit, approve the
Combination as a "Class 1" transaction under the Listing Rules and to grant
authority to the Barratt Directors to allot the New Barratt Shares to be
issued to Redrow Shareholders in connection with the Combination (and any
amendment(s) thereof). Copies of the Circular and a Form of Proxy in relation
to the Barratt General Meeting will be posted to Barratt Shareholders today.

The Circular and the Prospectus, and related documentation, will be available,
subject to certain restrictions, on Barratt's website at
www.barrattdevelopments.co.uk/investors/barratt-redrow. Copies of the
Circular, Prospectus and related documents (where applicable) will also be
submitted to the National Storage Mechanism, where they will shortly be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Barratt also notes that a Scheme Document in relation to the Combination is
being sent or made available by Redrow to Redrow Shareholders today. The
Scheme Document contains, among other things, notices convening the Redrow
Court Meeting and the Redrow General Meeting. These meetings will take place
on the same day as the Barratt General Meeting.

Capitalised terms defined in the Circular have the same meaning when used in
this announcement, unless otherwise defined in this announcement.

Action to be taken by Barratt Shareholders

Barratt Shareholders are encouraged to vote on the Barratt Resolution
contained in the Circular, but should carefully read the Circular in its
entirety before making any decision. The notes to the Notice of Barratt
General Meeting on pages 67 to 70 of the Circular provide an explanation of
how to attend and vote at the Barratt General Meeting, including how to
appoint a proxy.

Expected timetable

Subject to the satisfaction (or if, applicable, waiver) of the relevant
Conditions set out in the Scheme Document, the Scheme is expected to become
effective during the second half of 2024 and, in any event, prior to the
Longstop Date.

The expected timetable of principal events for the implementation of the
Combination is set out in full in the Prospectus and Circular and an extract
is included below. All references to time in this announcement are to London
times.

 Event                                                                       Time/date ((1))
 Publication of the Circular, the Prospectus and the Scheme Document         19 April 2024
 Barratt General Meeting                                                     10 a.m. on 15 May 2024
 Redrow Court Meeting                                                        11.00 a.m. on 15 May 2024
 Redrow General Meeting                                                      11.15 a.m. on 15 May 2024 ((2))
 Court Hearing to seek sanction of the Scheme                                a date ("D") expected to be in the second half of 2024, subject to the
                                                                             satisfaction (or, if applicable, waiver) of the relevant Conditions and, in
                                                                             any event, prior to the Longstop Date
 Scheme Effective Date ((3))                                                 D+1
 Admission and commencement of dealings in New Barratt Shares on the London  by 8.00 a.m. on D+3
 Stock Exchange
 Longstop Date                                                               7 February 2025 ((4))

 

 

 (1)                The dates and times given in the table above in connection with the

                  Combination are indicative only and are based on current expectations and are
                    subject to change. In particular, the dates and times associated with the
                    Scheme are indicative only and are subject to change, and will depend on,
                    among other things, the date on which the Conditions to the Scheme are
                    satisfied or, if capable of waiver, waived, and the date on which the Court
                    sanctions the Scheme and the Court Order is delivered to the Registrar of
                    Companies. Barratt will give adequate notice to Barratt Shareholders of any
                    changes to these dates and times, when known, by issuing an announcement
                    through a Regulatory Information Service.
 (2)                To commence at the time fixed or as soon thereafter as the Redrow Court

                  Meeting concludes or is adjourned.

 (3)                The Scheme shall become effective as soon as a copy of the Court Order has

                  been delivered to the Registrar of Companies. This is expected to occur
                    following the suspension of trading in Redrow Shares and the Scheme Record
                    Time. The events which are stated as occurring on subsequent dates are
                    conditional on the Scheme Effective Date and operate by reference to that
                    date.
 (4)                This is the latest date by which the Scheme may become effective, provided

                  that a Phase 2 CMA Reference has not occurred. However, the Longstop Date will
                    be extended to 7 August 2025 in the event of a Phase 2 CMA Reference and, in
                    either case, may be extended to such later date as may be agreed in writing by
                    Barratt and Redrow (with the Panel's consent and Court approval (if such
                    approval(s) are required)).

 

Enquiries:

 Barratt
 Mike Scott, Chief Financial Officer                        +44 (0) 20 7404 5959

 John Messenger, Group Investor Relations Director

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

 Joe Hannon

 Anisah Mahomed

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

 Shirav Patel

 Nick White

 Brunswick group LLP (Public Relations Adviser to Barratt)
 Jonathan Glass                                             +44 (0) 20 7404 5959

 Rosie Oddy

 Peter Hesse

 

Linklaters LLP are retained as legal adviser to Barratt.

 

Important notice

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 Document 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 the Combination or any other matter referred to herein.

Further information

This announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, pursuant to the Combination or otherwise.

The Combination will be made solely by means of the Scheme Document (or, if
the Combination is implemented by way of a Takeover Offer, any document by
which the Takeover Offer is made) which, together with the Forms of Proxy
relating to the Redrow Court Meeting and Redrow General Meeting, will contain
the full terms and conditions of the Combination, including details of how to
vote in respect of the Combination.

This announcement does not constitute a prospectus or prospectus exempted
document. The New Barratt Shares are not being offered to the public by means
of this announcement.

This announcement has been prepared for the purpose of complying with English
law and the City Code on Takeovers and Mergers (the "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. The Combination will be subject to
the applicable requirements of the Code, the Panel, the FCA and the London
Stock Exchange.

Overseas shareholders

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law.
Persons who are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any applicable
requirements.

Unless otherwise determined by Barratt or required by the Code, and permitted
by applicable law and regulation, the Combination or the New Barratt Shares to
be issued pursuant to 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 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 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 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.

The New Barratt Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any restricted jurisdiction or to, or for the
account or benefit of, any restricted overseas persons except pursuant to an
applicable exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions.

Additional information for US investors

The Combination relates to shares of a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the
United States Securities Exchange Act 1934, as amended (the "US Exchange
Act").

Accordingly, the Combination is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender offer and
proxy solicitation rules.

However, if Barratt were to elect to implement the Combination by means of a
Takeover Offer in accordance with the terms of the Co-operation Agreement and
determines to extend the offer into the United States, such Takeover Offer
shall be made in compliance with all applicable United States securities laws
and regulations, including to the extent applicable the US Securities Act and
Section 14(E) of the US Exchange Act and Regulation 14E thereunder. Such a
Takeover Offer would be made in the United States by Barratt and no one else.

The receipt of consideration by a US holder for the transfer of its Redrow
Shares pursuant to the Scheme may have tax consequences in the US and such
consequences, if any, are not described herein. 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.

In the event that the Combination is implemented by way of a Takeover Offer,
in accordance with normal United Kingdom practice and pursuant to Rule
14e-15(b) of the US Exchange Act, 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
United States, other than pursuant to the Combination, until the date on which
the Combination and/or Scheme 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 or arrangements to purchase shall be disclosed as required in
the UK, shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com.

This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Combination, passed upon the fairness of the Combination, or
passed upon the adequacy or accuracy of this announcement. Any representation
to the contrary is a criminal offence in the United States.

Financial information included in this announcement and the Scheme Document
has been or shall have been prepared in accordance with accounting standards
applicable in the United Kingdom that may not be comparable to financial
information of United States companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States.

The New Barratt Shares issued pursuant to the Scheme have not been and will
not be registered under the US Securities Act or any other relevant securities
laws of any state or territory or other jurisdiction in the United States and
may only be issued to persons resident in a state, district or other
jurisdiction pursuant to an exemption from the registration requirements of
the securities laws of such state, district or other jurisdiction.

The Combination is intended to be carried out under a Scheme of Arrangement
provided for under English company law (which requires the approval of Redrow
Shareholders). If so, it is expected that any New Barratt Shares to be issued
pursuant to the Scheme to Redrow Shareholders would be issued in reliance upon
the exemption from the registration requirements of the US Securities Act,
provided by Section 3(a)(10) thereof.

For the purpose of qualifying for the exemption provided by Section 3(a)(10)
of the US Securities Act, Redrow will advise the Court that its sanctioning of
the Scheme will be relied on by Barratt as an approval of the Scheme following
a hearing on its fairness to Redrow Shareholders, at which Court hearing all
Redrow Shareholders are entitled to attend in person or through counsel to
support or oppose the sanctioning of the Scheme and with respect to which
notification will be given to all such holders.

Barratt and Redrow are organised under the laws of England and Wales. Some or
all of the officers and directors of Barratt and Redrow, respectively, are
residents of countries other than the United States. In addition, all or most
of the assets of Barratt and Redrow are located outside the United States. As
a result, it may be difficult for United States shareholders of Redrow to
effect service of process within the United States upon Barratt or Redrow or
their respective officers or directors or to enforce against them a judgement
of a United States court predicated upon the federal or state securities laws
of the United States. Further, it may be difficult to compel a non-United
States company and its affiliates to subject themselves to a United States
court's judgment. It may not be possible to sue Barratt or Redrow or their
respective officers or directors in a non-US court for violations of the
United States securities laws.

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 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 Takeover Panel's website at
http://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 Website

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in restricted jurisdictions, on
Barratt's and Redrow's websites at www.barrattdevelopments.co.uk and
https://investors.redrow.co.uk, respectively, by no later than 12 noon (London
time) on 22 April 2024. For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this announcement.

If you are in any doubt as to the contents of this announcement, you should
consult your stockbroker, bank manager, solicitor, accountant or other
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 independent financial adviser.

 

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  PDIGPUUUCUPCGUB