TIDMCSH
RNS Number : 1890F
CK Asset Holdings Limited
06 July 2023
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
THE OFFER IS BEING MADE IN THE UNITED STATES PURSUANT TO
APPLICABLE LAWS AND REGULATIONS, INCLUDING SECTION 14(E) AND
REGULATION 14E UNDER THE US EXCHANGE ACT. CK BIDCO AND ITS
AFFILIATES AND AGENTS MAY PURCHASE CIVITAS SHARES OUTSIDE THE
OFFER, OUTSIDE THE UNITED STATES, IN COMPLIANCE WITH APPLICABLE
LAWS AND REGULATIONS, INCLUDING THE US EXCHANGE ACT.
FOR IMMEDIATE RELEASE
6 July 2023
RECOMMED CASH OFFER
for
CIVITAS SOCIAL HOUSING PLC ("CIVITAS")
by
WELLNESS UNITY LIMITED ("CK BIDCO")
(a wholly-owned indirect subsidiary of CK Asset Holdings Limited
("CKA"))
DELISTING AND CANCELLATION OF TRADING OF CIVITAS SHARES ON THE
LONDON STOCK EXCHANGE (THE "LSE")
1. Background
On 9 May 2023, CK Bidco and Civitas announced a recommended
all-cash offer to be made by CK Bidco for the entire issued and to
be issued share capital of Civitas, other than the Civitas Shares
already held by CK Bidco (the "Offer"), to be implemented by way of
a takeover offer within the meaning of Part 28 of the Companies Act
2006 (the "2006 Act"). The offer document containing the full terms
of, and Conditions to, the Offer (the "Offer Document") was
published and sent to Civitas Shareholders on 22 May 2023. On 23
June 2023, CK Bidco announced that the Offer had been declared
unconditional.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the Offer Document.
2. Acceptance level update
As at 5.00 p.m. (London time) on 5 July 2023, CK Bidco had
received valid acceptances of the Offer in respect of 437,450,911
Civitas Shares, representing approximately 72.14 per cent. of the
existing issued ordinary share capital of Civitas (excluding
treasury shares).
So far as CK Bidco is aware, 809,644 of these acceptances
(representing approximately 0.13 per cent. of the existing issued
share capital of Civitas (excluding treasury shares)) have been
received from the following persons who have given an irrevocable
undertaking to accept the Offer, being:
-- Michael Wrobel, in respect of 200,000 Civitas Shares;
-- Peter Baxter, in respect of 82,065 Civitas Shares;
-- Caroline Gulliver, in respect of 58,832 Civitas Shares;
-- Paul Bridge, in respect of 52,240 Civitas Shares;
-- Thomas Pridmore, in respect of 105,140 Civitas Shares;
-- Alastair Moss, in respect of 11,766 Civitas Shares;
-- Alison Hadden, in respect of 31,937 Civitas Shares;
-- Andrew Dawber, in respect of 100,000 Civitas Shares; and
-- CIM, in respect of 167,664 Civitas Shares.
So far as CK Bidco is aware, 167,664 of these acceptances
(representing approximately 0.02 per cent. of the existing issued
share capital of Civitas (excluding treasury shares)) have been
received from persons acting in concert with CK Bidco, being the
acceptance from CIM set out above. As CKA is an indirect
shareholder of CIM, CIM is deemed to be a concert party of CKA and
CK Bidco.
As at 5.00 p.m. (London time) on 5 July 2023 , CK Bidco
beneficially held a total of 103,796,035 Civitas Shares
representing approximately 17.11 per cent. of the existing issued
ordinary share capital of Civitas (excluding treasury shares).
Accordingly, as at 5.00 p.m. (London time) on 5 July 2023, CK
Bidco either held, or had received valid acceptances of the Offer
in respect of, a total of 541,246,946 Civitas Shares, representing
approximately 89.25 per cent. of the existing issued share capital
of Civitas (excluding treasury shares).
3. Delisting and cancellation of trading on the LSE
As described in paragraph 10 of Part 1 of the Offer Document,
and pursuant to LR 5.2.10R, as the Offer has now been declared
unconditional and CK Bidco has obtained 75 per cent. or more of the
voting rights of Civitas, CK Bidco will require Civitas to apply to
the FCA and the LSE, respectively, to cancel the listing of Civitas
Shares on the FCA's Official List and to cancel the trading in
Civitas Shares on the LSE's Main Market.
Under Listing Rule 5.2.11R, Civitas announces that the notice
period for the cancellation of listing and trading of the Civitas
Shares has now commenced, and cancellation of listing and trading
of the Civitas Shares is expected to take effect at 8.00 a.m. on 4
August 2023.
As set out in Part 1 of the Offer Document, CK Bidco has been
reviewing the possibility of maintaining the REIT status of Civitas
following completion of the Offer. CK Bidco is currently in the
process of making an application to list the Civitas Shares on The
International Stock Exchange in Jersey solely for the purposes of
satisfying the relevant REIT requirement. There can be no certainty
that such a listing will be achieved or will be maintained. In
addition, given the nature and complexities of the REIT rules, some
of which relate to matters outside the control of CKA and CK Bidco,
there can be no certainty that Civitas will remain a REIT following
completion of the Offer. If Civitas ceases to be a REIT under the
UK REIT regime, Civitas will then become subject to UK corporation
tax across all its UK taxable activities, including its property
rental business. This would, amongst other things, also result in
any distributions received by Civitas Shareholders, which arise
from activities outside the REIT regime, to be considered an
ordinary dividend, as opposed to a property income distribution (or
PID).
The cancellation of the listing of Civitas Shares on the
Official List and the cancellation of trading in Civitas Shares on
the Main Market will significantly reduce the liquidity and
marketability of any Civitas Shares in respect of which the Offer
has not been accepted at that time. Any remaining Civitas
Shareholders will become minority shareholders in a
majority-controlled company and may be unable to sell their Civitas
Shares. There can be no certainty that Civitas will pay any further
dividends or other distributions or that such minority Civitas
Shareholders will again be offered an opportunity to sell their
Civitas Shares on terms which are equivalent to or no less
advantageous than those under the Offer.
4. Compulsory acquisition
If CK Bidco receives acceptances under the Offer in respect of,
or otherwise acquires, 90% or more of the Civitas Shares to which
the Offer relates, CK Bidco will exercise its right pursuant to the
provisions of Chapter 3 of Part 28 of the 2006 Act to acquire
compulsorily the remaining Civitas Shares in respect of which the
Offer has not been accepted.
5. Offer remains open
The Offer will remain open for acceptance until further notice.
At least 14 days' notice will be given before the Offer is
closed.
Civitas Shareholders who have not yet accepted the Offer are
urged to do so by signing and returning the Form of Acceptance, or
by making an Electronic Acceptance, as soon as possible.
Full details of the procedure for acceptance of the Offer are
set out in paragraph 13 of Part 1 of, and Parts C and D of Appendix
I to, the Offer Document and (in respect of Civitas Shares held in
certificated form) in the Form of Acceptance.
6. Interests in securities
As at 5.00 p.m. (London time) on 5 July 2023 , the interests and
rights to subscribe (other than through acceptances of the Offer)
in respect of relevant securities of Civitas held by CK Bidco and
persons acting in concert with CK Bidco were as follows:
Holdings in Civitas Shares
Percentage of Civitas'
existing issued ordinary
Number of share capital (excluding
Name Civitas Shares treasury shares)
---------- ---------------- --------------------------
CK Bidco 103,796,035 17.11
As at 5.00 p.m. (London time) on 5 July 2023 , and save as
disclosed in this announcement, neither CK Bidco nor, so far as CK
Bidco is aware, any person acting in concert with CK Bidco had:
-- any interest in, or right to subscribe in respect of, or any
short position (whether conditional or absolute and whether in the
money or otherwise) in relation to relevant securities of Civitas,
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery of relevant securities of Civitas;
-- any outstanding irrevocable commitment or letter of intent
with respect to relevant securities of Civitas; or
-- borrowed or lent any relevant securities of Civitas
(including any financial collateral arrangements) save for any
borrowed shares which have been either on-lent or sold.
Enquiries:
CKA and CK Bidco Tel: +852 2122 3133
Yue Seng Chiu
HSBC Bank plc (financial adviser to CKA Tel: +44 20 7991 8888
and CK Bidco)
Investment Banking
Anthony Parsons, Alex Thomas, Edmond Tin,
Ali Razvi
Corporate Broking
Sam McLennan
Important notices
HSBC Bank plc (" HSBC "), 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 as financial adviser to CKA and CK Bidco and
no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than CKA
and CK Bidco for providing the protections afforded to clients of
HSBC, or for providing advice in connection with the matters
referred to herein. Neither HSBC nor any of its group undertakings
or 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 HSBC in connection with this announcement or any matter referred
to herein.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, any offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer is made solely by the Offer
Document and Civitas Shareholders should carefully read the Offer
Document (and, if they hold their Civitas Shares in certificated
form, the Form of Acceptance) in its entirety before making a
decision with respect to the Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore, any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any failure to
comply with the applicable requirements may constitute a violation
of the laws and/or regulations of any such jurisdiction. In
particular, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. Unless otherwise
determined by CK Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer may not be
made directly or indirectly, in or into, or by use of mails or any
means of instrumentality (including but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code, and 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 of England and Wales.
Important Notice to US holders of Civitas Shares
The Offer relates to the shares of an English company and is
being made by means of a contractual takeover offer under the
Takeover Code and under the laws of England and Wales. The Offer is
being made in the United States pursuant to all applicable laws and
regulations, including, to the extent applicable, Section 14(e) and
Regulation 14E under the US Securities Exchange Act of 1934 (the
"US Exchange Act") and otherwise in accordance with the
requirements of the Takeover Code. Accordingly, the Offer is
subject to the disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different
from those applicable under US domestic tender offer procedures and
law. The Offer is being made in the United States by CK Bidco and
no one else.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, HSBC and its respective
affiliates may continue to act as exempt principal traders or
exempt market makers in Civitas Shares on the London Stock Exchange
and will engage in certain other purchasing activities consistent
with their respective normal and usual practice and applicable law,
as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In
addition, CK Bidco, its affiliates, their advisors and nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, Civitas Shares outside the Offer, such as
in open market purchases or privately negotiated purchases, during
the Offer Period and the period in which the Offer remains open for
acceptance. If such purchases or arrangements to purchase were to
be made, they would be made outside the US and would comply with
applicable law, including United Kingdom laws and the US Exchange
Act. Any such purchases by CK Bidco or its affiliates will not be
made at prices higher than the price of the Offer provided in the
Offer Document unless the price of the Offer is increased
accordingly. Any information about such purchases or arrangements
to purchase shall be disclosed as required under United Kingdom
laws and will be available to all investors (including US
investors) via the Regulatory Information Service and shall be
available on the London Stock Exchange website at
www.londonstockexchange.com . To the extent that such information
is required to be publicly disclosed in the United Kingdom in
accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the
United States.
It may be difficult for US holders of Civitas Shares to enforce
their rights and any claim arising out of the US federal securities
laws in connection with the Offer, since CK Bidco and Civitas are
located in a non-US jurisdiction, and some or all of their officers
and directors may be residents of a non-US jurisdiction. US holders
of Civitas Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
The financial statements and financial information included in
or incorporated by reference into the Offer Document have been
prepared in accordance with accounting standards applicable in the
United Kingdom and Hong Kong (as applicable) and thus may not be
comparable to financial statements and information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US ("US
GAAP"). US GAAP differs in certain significant respects from
accounting standards applicable in the United Kingdom and Hong Kong
(as applicable). None of the financial information in the Offer
Document has been audited in accordance with auditing standards
generally accepted in the United States or the auditing standards
of the Public Company Accounting Oversight Board (United
States).
Neither the Offer nor this announcement has been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other US
regulatory authority, nor have such authorities approved or
disapproved or passed judgement upon the fairness or the merits of
the Offer, or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation
to the contrary is a criminal offence in the United States. The
receipt of cash pursuant to the Offer by a US holder as
consideration for the transfer of its Civitas Shares pursuant to
the Offer will likely be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws. Each US holder of Civitas
Shares is urged to consult their independent legal, tax and
financial advisers regarding the tax consequences of the Offer
applicable to them, including under applicable US state and local,
as well as overseas and other, tax laws.
Publication on website
A copy of this announcement, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, will be
made available at https://webfilter.ckah.com/WF07/ and on Civitas'
website at www.civitassocialhousing.com/takeover-offer/ no later
than 12 noon (London time) on the Business Day following this
announcement, pursuant to Rule 26 of the Takeover Code. The
contents of the websites referred to in this announcement are not
incorporated into, and do not form part of, this announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, and subject to
certain restrictions in relation to persons in any Restricted
Jurisdiction, person so entitled may request a copy of this
announcement in hard copy form by contacting Link on 0371 664 0321
if calling from within the UK or on +44 371 664 0321 if calling
from outside the UK. Lines are open from 9.00 a.m. to 5.30 p.m.
Monday to Friday excluding public holidays in England and Wales.
Calls are charged at the standard geographic rate and will vary by
provider. Calls from outside the UK will be charged at the
applicable international rate. Different charges may apply to calls
from mobile telephones. Please note that Link cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. A person may also
request that all future documents, announcements and information to
be sent to that person in relation to the Offer should be in hard
copy form. A hard copy of this announcement will not be sent unless
so requested.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser .
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END
OUPFIFSDDFIRIIV
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