REG - Barratt Developments Redrow PLC - Scheme Of Arrangement Becomes Effective

RedrowAnnouncement

21/08/2024 18:15

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RNS Number : 3253B  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

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 7 February 2024, the boards of Barratt and Redrow announced 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") to be effected by means
of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme"). The circular in relation to the Scheme (the "Scheme
Document") was published on 19 April 2024.

On 19 August 2024, Barratt and Redrow announced that Barratt has waived the
Regulatory Condition and that the Court Sanction Hearing had been scheduled to
be held on 20 August 2024.

On 20 August 2024, Redrow announced that the High Court of Justice in England
and Wales had sanctioned the Scheme at the Court Sanction Hearing held on that
day.

Scheme effective

Barratt and Redrow are pleased to announce that, following the delivery of a
copy of the Court Order to the Registrar of Companies, the Scheme has today
become Effective in accordance with its terms and, pursuant to the Scheme, the
entire issued and to be issued share capital of Redrow is now owned by
Barratt.

As expected, and in accordance with standard practice, the CMA has issued an
Initial Enforcement Order that will require the Barratt and Redrow businesses
to continue to operate independently until the CMA has formally accepted the
undertakings proposed by the parties or a modified version, or otherwise
agrees to integration taking place. The Initial Enforcement Order takes effect
today and the CMA has also announced today 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.

A Scheme Shareholder on the register of members of Redrow at the Scheme Record
Time, being 6.00 p.m. today, 21 August 2024, will be entitled to receive 1.44
New Barratt Shares for each Redrow Share held. Settlement of the consideration
to which any Scheme Shareholder is entitled will be effected as set out in the
Scheme Document.

Admission of New Barratt Shares; suspension and cancellation of listing and
trading of Redrow Shares

Applications have been made to the Financial Conduct Authority (the "FCA") and
the London Stock Exchange (the "LSE") in relation to:

 (i)   the admission of 476,309,120 New Barratt Shares to listing on the Official List maintained by the FCA ("Official List") and to trading on the LSE's main market for listed securities ("Main Market"), which is expected to take place by 8.00 a.m. on 23 August 2024; and
 (ii)  the suspension and cancellation of Redrow's listing on the Official List and the trading of Redrow Shares on the Main Market, such suspension being expected to take place with effect from 7:30 a.m. on 22 August 2024 and such cancellation to take place with effect from 8:00 a.m. on 23 August 2024.

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.

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.

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

Barratt Developments plc LEI: 2138006R85VEOF5YNK29

Redrow plc LEI: 2138008WJZBBA7EYEL28

 

 

 

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