REG - Redrow PLC Barratt Developments - Court Sanction of Scheme of Arrangement

RedrowAnnouncement

20/08/2024 12:15

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RNS Number : 1272B  Redrow PLC  20 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

20 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

COURT SANCTION OF SCHEME OF ARRANGEMENT

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") 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.

Further to the announcement made on 15 May 2024 in relation to the results of
the Court Meeting and General Meeting and the announcement made on 19 August
2024 in relation to the waiver of the Regulatory Condition, Redrow is pleased
to announce that the Court has today issued the Court Order sanctioning the
Scheme.

The Scheme remains conditional on delivery of the Court Order to the Registrar
of Companies, which is expected to occur after the Scheme Record Time, being
6:00 p.m. on 21 August 2024. It is anticipated that the Effective Date will be
21 August 2024. There has been no material change to the expected timetable of
principal events for the Combination set out in the announcement made by
Barratt and Redrow on 19 August 2024.

The last day of dealings in, and for the registration and transfer of, Redrow
Shares, will be 21 August 2024. No transfers of Redrow Shares will be
registered after 6:00 p.m. on 21 August 2024.

Applications have been made for the suspension of: (i) trading in Redrow
Shares on the London Stock Exchange's main market for listed securities (the
"Main Market"); and (ii) the listing of Redrow Shares on the Official List of
the Financial Conduct Authority (the "Official List"), and such suspensions
are expected to take effect from 7:30 a.m. on 22 August 2024.

Applications have also been made for: (i) the de-listing of Redrow Shares from
the Official List and; (ii) the cancellation of the admission to trading of
Redrow Shares on the Main Market, and such de-listing and cancellation will,
subject to the Scheme becoming Effective, take effect by 8:00 a.m. on 23
August 2024.

Full details of the Combination are set out in the Scheme Document published
on 19 April 2024, which is also available on Redrow's website at
https://investors.redrowplc.co.uk/offer-for-redrow.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Scheme Document. All references to times in this
announcement are to London times unless otherwise stated.

 

Enquiries

 

 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

 Emma Baxter

Slaughter and May is acting as legal adviser to Redrow.

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 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 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.

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

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 an English
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 not 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.

Publication on website

A copy of this announcement will be made available on Redrow's website at
https://investors.redrowplc.co.uk/offer-for-redrow, respectively, by no later
than 12 noon (London time) on 21 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 copy documents

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 Redrow is GB00BG11K365.

Redrow plc LEI: 2138008WJZBBA7EYEL28

 

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