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 July
2024
Statement regarding revised
proposal from Bellway p.l.c. for Crest Nicholson Holdings plc and
extension to PUSU deadline
On 13 June 2024, Bellway p.l.c.
("Bellway") announced the terms of a possible all-share offer for
Crest Nicholson Holdings plc ("Crest Nicholson"). The announcement
stated that, in accordance with Rule 2.6(a) of the Code, Bellway
was required, by no later than 5.00 p.m. (London time) on 11 July
2024, to either announce a firm intention to make an offer for
Crest Nicholson 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 (the "PUSU Deadline").
On 14 June 2024, Crest Nicholson
confirmed it had received two unsolicited preliminary proposals
from Bellway in relation to a possible all-share offer for Crest
Nicholson, both of which had been unanimously rejected by the Board
of Crest Nicholson.
Following further discussions
between Bellway and Crest Nicholson, on 3 July 2024 Bellway
submitted its latest non-binding all-share offer to the Board of
Crest Nicholson to acquire the entire issued, and to be issued,
share capital of Crest Nicholson. Under the terms of this latest
possible offer, Crest Nicholson's shareholders would
receive:
0.099 shares in Bellway for
each share they own in Crest Nicholson
and
a
dividend of 4 pence per Crest Nicholson share comprising the
previously announced interim dividend of 1 pence per share (the
"Interim Dividend") and a special dividend of 3 pence per share
conditional on completion of the transaction (the "Special
Dividend") (together, the "Revised Proposal").
Based on the undisturbed Bellway
share price of 2,718 pence at close of business on 13 June 2024
(being the latest practicable date prior to the commencement of the
offer period), the terms of the Revised Proposal represent an
implied value of 273 pence per Crest Nicholson share
and:
· a
premium of approximately 28.3 per cent. to the closing price per
Crest Nicholson share on 13 June 2024 (being the latest practicable
date prior to the commencement of the offer period);
· a
premium of approximately 30.2 per cent. to the 3-month VWAP per
Crest Nicholson share on 13 June 2024 (being the latest practicable
date prior to the commencement of the offer period); and
· a
premium of approximately 36.3 per cent. to the 12-month VWAP per
Crest Nicholson share on 13 June 2024 (being the latest practicable
date prior to the commencement of the offer period).
Under the terms of the Revised
Proposal, Crest Nicholson's shareholders would hold 18 per cent. of
the enlarged group's issued and to be issued share
capital.
The Revised Proposal is subject to a
number of pre-conditions, including completion of satisfactory due
diligence.
The Board of Crest Nicholson has
confirmed to Bellway that the Revised Proposal is at a value that
it would be minded to recommend unanimously to Crest Nicholson's
shareholders, should a firm intention to make an offer pursuant to
Rule 2.7 of the Code be announced on the financial terms set out
above and subject to agreement on other key terms and definitive
transaction documentation.
The Boards of Bellway and Crest
Nicholson believe that there is compelling strategic and financial
rationale for a combination of Bellway and Crest Nicholson. The
Revised Proposal would bring together the strength of each business
with complementary brands to reinforce Bellway's position as a
leading UK housebuilder, while enabling Crest Nicholson
shareholders to benefit from the scale of the combined business. In
addition, the Board of Bellway believes a combination would deliver
significant operational benefits (including procurement synergies)
and the ability to open dual outlets on at least 10 current and
future Crest Nicholson sites with complementary brands to drive
incremental volumes at attractive margins. As part of the
combination the Board of Bellway intends to retain and deploy the
Crest Nicholson brand across the enlarged group (including on
Bellway sites).
In order to enable satisfactory due
diligence to take place, Bellway has requested, and the Board of
Crest Nicholson and the Panel on Takeovers and Mergers (the
"Takeover Panel") have consented to, an extension to the PUSU
Deadline.
Consequently, in accordance with
Rule 2.6(c) of the Code, Bellway is required, by no later than 5.00
p.m. on 8 August 2024 either to announce a firm intention to make
an offer for Crest Nicholson under Rule 2.7 of the Code or to
announce that it does not intend to make an offer for Crest
Nicholson, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This
deadline may only be extended with the agreement of Crest Nicholson
and the Panel in accordance with Rule 2.6(c) of the
Code.
There can be no certainty that a
firm offer will ultimately be made for Crest Nicholson by Bellway,
even if the pre-conditions are satisfied or waived. Bellway
reserves the right to waive any pre-condition to the making of an
offer. A further announcement will be made as and when
appropriate.
In accordance with Rule 2.5(a) of
the Code, Bellway reserves the right to introduce other forms of
consideration and/or vary the mix or composition of consideration
of any offer. In addition, Bellway reserves the right to make an
offer for Crest Nicholson at a lower value or on less favourable
terms than the Revised Proposal: (i) with the agreement or
recommendation of the Board of Crest Nicholson; (ii) if a third
party announces a firm intention to make an offer for Crest
Nicholson, which, at that date, is of a value less than the value
of the Revised Proposal, and is recommended by the Board of Crest
Nicholson; or (iii) following the announcement by Crest Nicholson
of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code
or a reverse takeover (as defined in the Code). If Crest Nicholson
declares, makes or pays any dividend or distribution or other
return of value or payment to its shareholders, other than the
Interim Dividend and Special Dividend, Bellway reserves the right
to make an equivalent reduction to the Revised Proposal.
This announcement has been made with
the consent of Bellway and Crest Nicholson.
The person responsible for arranging
the release of this announcement on behalf of Bellway is Simon
Scougall, Group General Counsel and Company Secretary and on behalf
of Crest Nicholson is Penny Thomas, Group Company
Secretary.
Enquiries:
Bellway p.l.c.
|
via Powerscourt
|
Simon Scougall, Group General Counsel and Company Secretary
|
|
|
|
Citi
|
+44 (0) 20 7986 4000
|
Joint financial adviser and joint corporate broker to
Bellway
|
|
Robert Redshaw
|
|
Ram Anand
|
|
Robert Johnson
Irina Dzuteska
|
|
|
|
Deutsche Numis
|
+44 (0) 20 7260 1000
|
Joint financial adviser and joint corporate broker to
Bellway
|
|
Heraclis Economides
|
|
Derek Shakespeare
|
|
Simon Hollingsworth
Oliver Hardy
|
|
Powerscourt
Financial communications adviser to Bellway
|
+44 (0) 20 7250 1446
|
Justin Griffiths
Victoria Heslop
|
|
Crest Nicholson Holdings plc
|
+44 (0) 19 3258 0555
|
Bill Floydd (Group Finance
Director)
|
|
Barclays Bank PLC, acting through its investment
bank
|
+44 (0) 20 7623 2323
|
Joint financial adviser and joint corporate broker to Crest
Nicholson
|
|
Robert Mayhew
|
|
Osman Akkaya
|
|
Stuart Jempson
|
|
Mark Gunalan
|
|
Jefferies International Limited
|
+44 (0) 20 7029 8000
|
Joint financial adviser and joint corporate broker to Crest
Nicholson
|
|
Philip Yates
|
|
Sam Barnett
|
|
Will Soutar
|
|
Thomas Bective
|
|
Teneo
Financial communications adviser to Crest
Nicholson
|
+44 (0) 20 7260 2700
|
James Macey White
Giles Kernick
|
|
|
|
Sources and
bases
1. The 18
per cent. ownership of Crest Nicholson's shareholders in the
enlarged group's issued share capital and the indicative offer
value of 273 pence per share have been calculated based on the
exchange ratio of 0.099 shares in Bellway for each Crest Nicholson
share and a total dividend of 4 pence per Crest Nicholson share.
The ownership in the combined group is based on Crest Nicholson's
number of ordinary shares of 256,920,539 and fully diluted shares
of 263,797,252 as well as Bellway's number of ordinary shares of
118,978,859, both as of 9 July 2024. The offer value per share is
calculated by reference to the closing price of 2,718 pence per
Bellway share on 13 June 2024 (being the latest practicable date
prior to the commencement of the offer period).
2. The
one-day premia has been calculated by reference to a closing price
of 212.8 pence per Crest Nicholson share on 13 June 2024 (being the
latest practicable date prior to the commencement of the offer
period).
3. The
3-month volume-weighted average price of 209.7 pence has been
derived from Bloomberg and has been rounded to the nearest single
decimal place.
4. The
12-month volume-weighted average price of 200.4 pence has been
derived from Bloomberg and has been rounded to the nearest single
decimal place.
5. Certain
figures included in this announcement have been subject to rounding
adjustments.
Further
information
Citigroup Global Markets Limited
("Citi"), which is authorised by the PRA and regulated in the UK by
the FCA and the PRA, is acting exclusively for Bellway and for no
one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
Bellway for providing the protections afforded to clients of Citi
nor for providing advice in connection with the matters referred to
in this Announcement. Neither Citi nor any of its affiliates,
directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Citi in
connection with this Announcement, any statement contained herein
or otherwise.
Numis Securities Limited ("Deutsche
Numis"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for Bellway
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 Bellway for providing the
protections afforded to clients of Deutsche Numis, nor for
providing advice in relation to any matter referred to herein.
Neither Deutsche 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 Deutsche Numis in
connection with this announcement, any statement contained herein
or otherwise.
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 Crest Nicholson and no one
else in connection with the subject matter of this announcement and
will not be responsible to anyone other than Crest Nicholson 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 Code, normal
United Kingdom market practice and Rule 14e-5(b) of the Exchange
Act, Barclays and its affiliates will continue to act as exempt
principal trader in Crest Nicholson 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 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.
Jefferies International Limited
("Jefferies"), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Crest Nicholson and no one else in connection with the matters
referred to 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 Crest
Nicholson for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to any matter
referred to in this announcement. Neither Jefferies nor any of its
affiliates (nor 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 Jefferies 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.
Rule 2.9
information
In accordance with Rule 2.9 of the
Code, Bellway confirms that, as at the close of business on 9 July
2024 (being the business day immediately prior to the date of this
announcement), it had in issue 118,978,859 ordinary shares of 12.5
pence each. Bellway does not hold any ordinary shares in treasury.
The International Securities Identification Number (ISIN) of
Bellway's ordinary shares is GB0000904986.
In accordance with Rule 2.9 of the
Code, Crest Nicholson confirms that, as at the close of business on
9 July 2024, (being the business day immediately prior to the date
of this announcement) it has 256,920,539 ordinary shares of 5 pence
each. No shares are held in treasury. The International Securities
Identification Number (ISIN) for the ordinary shares is
GB00B8VZXT93.
Publication on
website
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be available at
www.bellwayplc.co.uk/investor-centre and www.crestnicholson.com/investors
promptly and in any event by no later than 12 noon
on the business day following this announcement. The content of
these websites is not incorporated into and does not form part of
this announcement.