TIDMBPY TIDMTTM TIDMSBD
RNS Number : 6799G
Brookfield Property Partners L.P
05 March 2015
5 March 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, INTO OR FROM ANY STATE OR JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED FINAL CASH OFFER
for
Songbird Estates plc ("Songbird")
and
MANDATORY RECOMMENDED CASH OFFER
for
Canary Wharf Group plc ("Canary Wharf Group")
by
entities jointly controlled by
Qatar Investment Authority ("QIA")
and
Brookfield Property Partners L.P. ("Brookfield")
1. Songbird Offer
On 4 December 2014, QIA and Brookfield announced the terms of a
final cash offer (the "Songbird Offer") for the acquisition of the
entire issued and to be issued ordinary share capital of Songbird
(the "Songbird Shares"). The offer document relating to the
Songbird Offer was posted to Songbird Shareholders on 30 December
2014 (the "Songbird Offer Document").
On 5 February 2015, QIA and Brookfield announced that the
Songbird Offer had become wholly unconditional.
Stork Holdco L.P. ("Bidco") has now received acceptance from
Qatar Holding LLC in respect of 211,746,156 Songbird Shares,
representing approximately 28.6 per cent. of the existing issued
share capital of Songbird. As such, as at 1.00 p.m. on 4 March
2015, Bidco had received valid acceptances in respect of
736,061,798 Songbird Shares, representing 99.4 per cent. of the
entire issued share capital of Songbird.
2. Compulsory acquisition of Songbird Shares
Bidco has now acquired not less than 90 per cent. of the
Songbird Shares by nominal value and voting rights attaching to
such shares to which the Songbird Offer relates.
Further to its announcement on 5 February 2015 regarding its
intention to implement the compulsory acquisition procedure under
Chapter 3 of Part 28 of the Companies Act 2006 (the "Act"), as set
out in the Songbird Offer Document, Bidco announces the despatch
today of formal compulsory acquisition notices under Sections 979
and 980 of the Act (the "Songbird Compulsory Acquisition Notices")
to Songbird Shareholders who have not yet accepted the Songbird
Offer. These notices set out Bidco's intention to apply the
provisions of Section 979 of the Act to acquire compulsorily any
remaining Songbird Shares in respect of which the Songbird Offer
has not been accepted on the same terms as the Songbird Offer.
Unless any of the Songbird Shareholders who have not to date
accepted the Songbird Offer and who do not accept the Songbird
Offer before Bidco decides to close the Songbird Offer (of which
not less than 14 days' notice will be provided) apply to the court
and the court orders otherwise, on the expiry of six weeks from the
date of the Songbird Compulsory Acquisition Notices, being 16 April
2015, the Songbird Shares held by those Songbird Shareholders who
have not accepted the Offer will be acquired compulsorily by Bidco
on the same terms as the Songbird Offer. The consideration to which
those Songbird Shareholders will be entitled will be held by
Songbird as trustee on behalf of those Songbird Shareholders who
have not accepted the Songbird Offer and they will be requested to
claim their consideration by writing to Songbird at the end of the
six week period.
3. Further acceptances of the Songbird Offer
The Songbird Offer will remain open for acceptance until further
notice.
Songbird Shareholders who wish to accept the Songbird Offer and
who have not done so and hold their Songbird Shares in certificated
form, should return their completed Form of Acceptance along with
their share certificate(s) to the Receiving Agent by post at
Computershare, Corporate Actions Projects, Bristol BS99 6AH or by
hand (during normal business hours) at The Pavilions, Bridgwater
Road, Bristol BS13 8AE. Further details on the procedures for
acceptance of the Offer if you hold any of your Songbird Shares in
certificated form are set out in paragraph 20(a) of Part I of the
Songbird Offer Document, Part C of Appendix I to the Songbird Offer
Document and in the accompanying Form of Acceptance.
If you hold your Songbird Shares, or any of them, in
uncertificated form (that is, in CREST), to accept the Songbird
Offer in respect of those Songbird Shares, you should follow the
procedure for Electronic Acceptance through CREST so that the TTE
instruction settles as soon as possible. Further details on the
procedures for acceptance of the Songbird Offer if you hold any of
your Songbird Shares in uncertificated form are set out in
paragraph 20(b) of Part I of the Songbird Offer Document and in
Part D of Appendix I to the Songbird Offer Document. If you hold
your Songbird Shares as a CREST sponsored member, you should refer
acceptance of the Songbird Offer to your CREST sponsor as only your
CREST sponsor will be able to send the necessary TTE instruction to
Euroclear.
A Songbird Shareholder who has any questions relating to the
Songbird Offer, or who is in any doubt as to how to complete the
Form of Acceptance should contact Computershare Investor Services
PLC between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday
on 0870 707 1288 from within the UK or +44 870 707 1288 if calling
from outside the UK. Calls to the 0870 707 1288 number cost 10
pence per minute (including VAT) plus your service provider's
network extras. Calls to the helpline from outside the UK will be
charged at applicable international rates. Different charges may
apply to calls from mobile telephone and calls may be recorded and
randomly monitored for security and training purposes. The helpline
cannot provide advice on the merits of the Songbird Offer nor give
any financial, legal or tax advice.
Full details on how to accept the Songbird Offer are set out in
the Songbird Offer Document, a copy of which is available on
Bidco's website at www.songbirdoffer.com.
4. Settlement of the Songbird Offer
Settlement of consideration to which any accepting Songbird
Shareholder is entitled under the Offer will be despatched as
follows: (i) in the case of acceptances which have been received
and are valid and complete in all respects by 1.00 p.m. on the date
of this announcement, within 10 days; or (ii) in the case of
acceptances which are valid and complete in all respects and
received after the date of this announcement but while the Offer
remains open for acceptance, within 10 days of such receipt, in
each case in the manner described in the Offer Document.
5. Canary Wharf Group Offer
On 5 February 2015, QIA and Brookfield announced the terms of a
mandatory cash offer (the "Canary Wharf Group Offer") for the
acquisition of the entire issued and to be issued ordinary share
capital of Canary Wharf Group not owned by Songbird (the "Canary
Wharf Group Shares"). The offer document relating to the Canary
Wharf Group Offer was posted to Canary Wharf Group Shareholders on
13 February 2015 (the "Canary Wharf Group Offer Document").
Stork Holdings Limited ("CWG Bidco") has now received valid
acceptances in respect of 44,572,955 Canary Wharf Group Shares held
by Franklin Mutual Advisers, LLC and in respect of 8,400,120 Canary
Wharf Group Shares held by British Columbia Investment Management
Corporation in relation to their respective Canary Wharf Group
Shares, representing approximately 8.3 per cent. of the existing
issued share capital of Canary Wharf Group.
6. Compulsory acquisition of Canary Wharf Group Shares
CWG Bidco has now acquired or unconditionally contracted to
acquire, at a price not higher than the Canary Wharf Group Offer
Price, not less than 90 per cent. of the Canary Wharf Group Shares
by nominal value and voting rights attaching to such shares.
Further to its intention to implement the compulsory acquisition
procedure under Chapter 3 of Part 28 of the Act, as set out in the
Canary Wharf Group Offer Document, CWG Bidco announces the despatch
today of formal compulsory acquisition notices under Sections 979
and 980 of the Act (the "Canary Wharf Group Compulsory Acquisition
Notices") to Canary Wharf Group Shareholders who have not yet
accepted the Canary Wharf Group Offer. These notices set out CWG
Bidco's intention to apply the provisions of Section 979 of the Act
to acquire compulsorily any remaining Canary Wharf Group Shares in
respect of which the Canary Wharf Group Offer has not been accepted
on the same terms as the Canary Wharf Group Offer.
Unless any of the Canary Wharf Group Shareholders who have not
to date accepted the Canary Wharf Group Offer and who do not accept
the Canary Wharf Group Offer before CWG Bidco decides to close the
Canary Wharf Group Offer (of which not less than 14 days' notice
will be provided) apply to the court and the court orders
otherwise, on the expiry of six weeks from the date of the Canary
Wharf Group Compulsory Acquisition Notices, being 16 April 2015,
the Canary Wharf Group Shares held by those Canary Wharf Group
Shareholders who have not accepted the Canary Wharf Group Offer
will be acquired compulsorily by CWG Bidco on the same terms as the
Canary Wharf Group Offer. The consideration to which those Canary
Wharf Group Shareholders will be entitled will be held by Canary
Wharf Group as trustee on behalf of those Canary Wharf Group
Shareholders who have not accepted the Canary Wharf Group Offer and
they will be requested to claim their consideration by writing to
Canary Wharf Group at the end of the six week period.
7. Further acceptances of the Canary Wharf Group Offer
The Canary Wharf Group Offer will remain open for acceptance
until further notice.
Canary Wharf Group Shareholders who wish to accept the Canary
Wharf Group Offer and who have not done so and hold their Canary
Wharf Group Shares in certificated form, should return their
completed Form of Acceptance along with their share certificate(s)
to the Receiving Agent by post at Computershare, Corporate Actions
Projects, Bristol BS99 6AH or by hand (during normal business
hours) at The Pavilions, Bridgwater Road, Bristol BS13 8AE. Further
details on the procedures for acceptance of the Canary Wharf Group
Offer if you hold any of your Canary Wharf Group Shares in
certificated form are set out in paragraph 17(a) of Part II of the
Canary Wharf Group Offer Document, Part B of Appendix I to the
Canary Wharf Group Offer Document and in the accompanying Form of
Acceptance.
If you hold your Canary Wharf Group Shares, or any of them, in
uncertificated form (that is, in CREST), to accept the Canary Wharf
Group Offer in respect of those Canary Wharf Group Shares, you
should follow the procedure for Electronic Acceptance through CREST
so that the TTE instruction settles as soon as possible. Further
details on the procedures for acceptance of the Canary Wharf Group
Offer if you hold any of your Canary Wharf Group Shares in
uncertificated form are set out in paragraph 17(b) of Part II of
the Canary Wharf Group Offer Document and in Part C of Appendix II
to the Canary Wharf Group Offer Document. If you hold your Canary
Wharf Group Shares as a CREST sponsored member, you should refer
acceptance of the Canary Wharf Group Offer to your CREST sponsor as
only your CREST sponsor will be able to send the necessary TTE
instruction to Euroclear.
A Canary Wharf Group Shareholder who has any questions relating
to the Canary Wharf Group Offer, or who is in any doubt as to how
to complete the Form of Acceptance should contact Computershare
Investor Services PLC between 8.30 a.m. and 5.30 p.m. (London time)
Monday to Friday on 0870 703 6392 from within the UK or +44 870 703
6392 if calling from outside the UK. Calls from landline providers
typically cost up to 12 pence per minute. Calls from mobile
networks cost between 5 pence and 40 pence per minute. Calls from
outside the UK are chargeable at applicable international rates.
Calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Canary Wharf Group Offer nor give any financial, legal or
tax advice.
Full details on how to accept the Canary Wharf Group Offer are
set out in the Canary Wharf Group Offer Document, a copy of which
is available on Bidco's website at www.songbirdoffer.com.
8. Settlement of the Canary Wharf Group Offer
Settlement of consideration to which any accepting Canary Wharf
Group Shareholder is entitled under the Canary Wharf Group Offer
will be despatched as follows: (i) in the case of acceptances which
have been received and are valid and complete in all respects by
1.00 p.m. on the date of this announcement, within 14 days; or (ii)
in the case of acceptances which are valid and complete in all
respects and received after the date of this announcement but while
the Canary Wharf Group Offer remains open for acceptance, within 14
days of such receipt, in each case in the manner described in the
Canary Wharf Group Offer Document.
9. Further information
Copies of the Songbird Offer Document, the Canary Wharf Group
Offer Document and the Forms of Acceptance in relation to the
Songbird Offer and the Canary Wharf Group Offer are available
(during normal business hours) from Computershare Investor Services
PLC, Corporate Actions Projects, Bristol, BS99 6AH.
Defined terms used but not defined in this announcement have the
meanings set out in the Songbird Offer Document as published on 30
December 2014.
The percentages of Songbird Shares referred to in this
announcement are based upon a figure of 740,374,616 Songbird Shares
in issue on 6 November 2014.
The percentages of Canary Wharf Group Shares referred to in this
announcement are based upon a figure of 639,015,845 Canary Wharf
Group Shares in issue on 11 February 2015.
Enquiries:
+44 (0) 20 7418
Canary Wharf Group 2312
John Garwood (Company Secretary)
Barclays Bank plc, acting through its Investment
Bank (Joint financial adviser to QIA and +44 (0) 20 7623
Bidco) 2323
Derek Shakespeare
Jean-Philippe Establier
Tom Boardman (Corporate Broking)
Citigroup Global Markets Limited (Joint +44 (0) 20 7986
financial adviser to QIA and Bidco) 4000
Jan Skarbek
Edward McBride
Charles Lytle (Corporate Broking)
HSBC Bank plc (Financial adviser to Brookfield +44 (0) 20 7991
and joint financial adviser to Bidco) 8888
Oliver Smith
Richard Choi
Simon Alexander (Corporate Broking)
+44 (0) 20 7251
Finsbury (PR adviser to QIA) 3801
James Murgatroyd
David Henderson
+44 (0) 20 7360
Smithfield (PR adviser to Brookfield) 4900
John Kiely
Ged Brumby
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 QIA and Bidco and no one else in connection
with the Songbird Offer and the Canary Wharf Group Offer and will
not be responsible to anyone other than QIA and Bidco for providing
the protections afforded to clients of Barclays nor for providing
advice in relation to the Songbird Offer and the Canary Wharf Group
Offer or any other matter referred to in this announcement.
Citigroup, 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 QIA and Bidco and no one else in connection
with the Songbird Offer and the Canary Wharf Group Offer and will
not be responsible to anyone other than QIA and Bidco for providing
the protections afforded to clients of Citigroup nor for providing
advice in relation to the Songbird Offer and the Canary Wharf Group
Offer or any other matter referred to in this announcement.
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
exclusively for Brookfield and Bidco and no one else in connection
with the Songbird Offer and the Canary Wharf Group Offer and will
not be responsible to anyone other than Brookfield and Bidco for
providing the protections afforded to clients of HSBC nor for
providing advice in relation to the Songbird Offer and the Canary
Wharf Group Offer or any other matter referred to in this
announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval of an offer
to buy securities in any jurisdiction, pursuant to the Songbird
Offer, Canary Wharf Group Offer or otherwise.
Any response in respect of the Songbird Offer should be made
only on the basis of information contained in the Songbird Offer
Document, which will contain the full terms of the Songbird Offer,
including how the Songbird Offer may be accepted. Songbird
Shareholders are advised to read the formal documentation in
relation to the Songbird Offer carefully. Any response in respect
of the Canary Wharf Group Offer should be made only on the basis of
information contained in the Canary Wharf Group Offer Document,
which will contain the full terms of the Canary Wharf Group Offer,
including how the Canary Wharf Group Offer may be accepted. Canary
Wharf Group Shareholders are advised to read the formal
documentation in relation to the Canary Wharf Group Offer
carefully. This announcement has been prepared for the purpose of
complying with English law and 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 the United Kingdom.
Overseas Shareholders
The Songbird Offer and Canary Wharf Group Offer are not capable
of acceptance from or within any jurisdiction where to do so would
violate the laws in that jurisdiction. Accordingly, persons reading
this announcement or receiving the Songbird Offer Document or the
Canary Wharf Group Offer Document, the Form of Acceptance for
either the Songbird Offer or the Canary Wharf Group Offer and any
accompanying document (including, without limitation, custodians,
nominees and trustees) who have a contractual or legal obligation
or who may otherwise intend to forward this announcement, the
Songbird Offer Document or the Canary Wharf Group Offer Document,
the Form of Acceptance for either the Songbird Offer or the Canary
Wharf Group Offer and any accompanying document must not mail or
otherwise distribute or send them in, into or from any jurisdiction
where to do so would violate the laws in that jurisdiction, as
doing so may invalidate any purported acceptance of the Songbird
Offer or the Canary Wharf Group Offer. The availability of the
Songbird Offer to Songbird Shareholders, and the availability of
the Canary Wharf Group Offer to Canary Wharf Group Shareholders, in
each case who are not resident in the United Kingdom, or who are
citizens, residents or nationals of jurisdictions outside the
United Kingdom or who are nominees of, or custodians or trustees
for, citizens, residents or nationals of other jurisdictions, may
be prohibited or affected by the laws of the relevant jurisdictions
in which they are citizens or of which they are residents or
nationals. Such persons
should inform themselves of, and observe, any applicable legal
or regulatory requirements of their jurisdictions.
Any Songbird Shareholder or Canary Wharf Group Shareholder who
is in any doubt as to what action he/she should take is recommended
to seek his/her personal financial advice immediately from his/her
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser who, if such person is taking advice
in the United Kingdom, is authorised pursuant to the Financial
Services and Markets Act 2000 or, if such person is in a territory
outside the United Kingdom, from an appropriately authorised
independent financial adviser.
Notice to US investors
The Songbird Offer and the Canary Wharf Group Offer were made
for securities of a United Kingdom company and Songbird
Shareholders and Canary Wharf Group Shareholders in the United
States should be aware that this announcement, the Songbird Offer
Document, the Canary Wharf Group Offer Document and any other
documents relating to the Songbird Offer or the Canary Wharf Group
Offer have been or will be prepared in accordance with the Code and
United Kingdom disclosure requirements, format and style, all of
which differ from those in the United States. Songbird's and Canary
Wharf Group's financial statements, and all financial information
that is included in this announcement or that may be included in
the Songbird Offer Document, Canary Wharf Group Offer Document or
any other documents relating to the Songbird Offer or Canary Wharf
Group Offer, have been or will be prepared in accordance with
United Kingdom generally accepted accounting principles and
International Financial Reporting Standards and may not be
comparable to financial statements of United States companies.
The Songbird Offer and the Canary Wharf Group Offer were made in
the United States pursuant to applicable US tender offer rules and
securities laws (or pursuant to exemptive relief therefrom granted
by the United States Securities and Exchange Commission (the
"SEC")) and otherwise in accordance with the requirements of the
Code, the Panel, the London Stock Exchange and the UK Financial
Conduct Authority. Accordingly, the Songbird Offer and the Canary
Wharf Group Offer will be subject to 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 United
States domestic tender offer procedures and law.
In accordance with the Code and normal United Kingdom market
practice and subject to exemptive relief granted by the SEC from
Rule 14e-5 under the United States Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or pursuant to Rule 14e-5(b) under
the Exchange Act (if applicable), Bidco and CWG Bidco or their
nominees or brokers (acting as agents) may from time to time make
certain purchases of, or arrangements to purchase, Songbird Shares
and Canary Wharf Group Shares outside the United States, otherwise
than pursuant to the Songbird Offer or Canary Wharf Group Offer,
respectively, before or during the period in which the Songbird
Offer or Canary Wharf Group Offer, respectively, remains open for
acceptance, such as in open market purchases at prevailing prices
or privately negotiated purchases at negotiated prices. Such
purchases, or arrangements to purchase, will comply with all
applicable United Kingdom rules, including the Code and the rules
of the London Stock Exchange. In addition, in accordance with the
Code, normal United Kingdom market practice and Rule 14e-5(b) of
the Exchange Act, Barclays, Citigroup and HSBC will continue to act
as exempt principal traders in Songbird 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.
Forward looking statements
This announcement, the Songbird Offer Document and the Canary
Wharf Group Offer Document contain statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact may
be forward-looking statements. They are based on current
expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. Any forward-looking statements made in this
announcement, the Songbird Offer Document or the Canary Wharf Group
Offer Document are made as of the date of this announcement, the
Songbird Offer Document or the Canary Wharf Group Offer Document
(as applicable) based on the opinions and estimates of Brookfield
and QIA. Each of Bidco, CWG Bidco, Brookfield, QIA and their
respective members, directors, officers, employees, advisers and
any person acting on behalf of one or more of them, expressly
disclaims any intention or obligation to update or revise any
forward-looking or other statements contained in this announcement,
the Songbird Offer Document or the Canary Wharf Group Offer
Document, whether as a result of new information, future events or
otherwise, except as required by applicable law.
None of Bidco, CWG Bidco, Brookfield and QIA, nor their
respective members, directors, officers or employees, advisers or
any person acting on their behalf, 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.
No forward-looking or other statements have been reviewed by the
auditors of Bidco, CWG Bidco, Brookfield, QIA, Songbird or Canary
Wharf Group. All subsequent oral or written forward-looking
statements attributable to any of Bidco, CWG Bidco, Brookfield,
QIA, or their respective members, directors, officers, advisers or
employees or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Disclosure requirements of the Takeover Code (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, 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,
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 and the display documents required
to be published pursuant to Rule 26 of the Code are available, free
of charge and subject to certain restrictions relating to persons
in Restricted Jurisdictions, on Bidco's website at
www.songbirdoffer.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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