RNS Number:3932S
Terrace Hill Group PLC
23 November 2003
TERRACE HILL GROUP PLC ("The Group")
JOINT VENTURE AND OFFER
The Group announces that it has reached agreement with Simon and Douglas
Blausten, Directors of Oakburn Properties PLC ("Oakburn"), to enter into a Joint
Venture with them in ownership of Hodgson & Faraday Property Management Services
Limited ("Hodgson & Faraday"). Hodgson & Faraday has announced a cash offer ("
the Offer") to acquire the issued share capital of Oakburn not already owned or
controlled by Hodgson & Faraday and others with which it forms a concert party
(which includes Simon and Douglas Blausten who between them own 294,570 shares
being 31.27% of the issued share capital of Oakburn) at a price of 760p per
share cash.
The Offer by Hodgson & Faraday will be conditional on acceptances being achieved
in respect of more than 50% of the share capital of Oakburn (including shares
held as above).
The Group has agreed that it will make available, by way of loan, funding to
Hodgson & Faraday to enable the latter to satisfy the consideration of
#4,920,225 being the maximum consideration; if the Offer becomes unconditional,
the Group will convert #2,238,732 of this loan to equity in Hodgson & Faraday
and the above interests in Oakburn held by Simon and Douglas Blausten be
transferred to Hodgson & Faraday.
Oakburn is an unlisted property investment company. For the year to 25 March
2003, it reported rents of #1,895,903, profit before tax of #687,912 and
consolidated net assets of #7 million, representing 827p per share.
Nigel Turnbull, Joint Managing Director of the Group commented:
"The effect on the Group, if the Offer is successful, would be the start of a
longer term relationship utilising the development skills of Terrace Hill and
the deal sourcing ability of Oakburn Properties and Douglas and Simon Blausten."
Fuller details of the Offer, which has been made by Corbett Keeling Limited on
behalf of Hodgson & Faraday, are undernoted.
Contacts:
Nigel Turnbull, Terrace Hill Group plc - 020 7631 1666
Ross Macdonald, Terrace Hill Group plc - 0141 332 2014
Alasdair Robinson, Noble & Company Limited - 0131 225 9677
Hugo de Salis, St Brides Media & Finance - 0207 242 4477
Undernote:
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
21 November 2003
CASH OFFER by Corbett Keeling Limited on behalf of Hodgson & Faraday Property
Management Services Limited ("Hodgson & Faraday") for the Shares in Oakburn
Properties plc ("Oakburn") not already owned or controlled by Hodgson & Faraday
and parties in concert with it
1 Introduction
The board of Hodgson & Faraday (a joint venture vehicle of Simon and Douglas
Blausten, on the one hand and of Terrace Hill Group PLC ("Terrace Hill"), on the
other) announces the terms of a cash offer to be made by Hodgson & Faraday to
acquire the issued share capital of Oakburn not already owned or controlled by
Hodgson & Faraday and others with which it forms a Concert Party; members of
the Concert Party include Simon and Douglas Blausten who own 294,570 Shares in
aggregate and Terrace Hill and its associates, which own no Shares.
The Concert Party beneficially owns or controls 294,570 Shares, representing
31.27% of the issued share capital of Oakburn.
The Offer will be conditional on receiving acceptances in respect of Shares
acquired or agreed to be acquired before or during the Offer which will result
in Hodgson & Faraday and any person acting in concert with it holding Shares
carrying in aggregate more than 50% of the voting rights then normally
exercisable at general meetings of Oakburn. If the Offer becomes or is declared
unconditional, it will remain open for acceptance for at least 14 days following
it becoming unconditional and the Offer will in any event be open for acceptance
until the First Closing Date.
2 The Offer
The Offer will be made on the terms and subject to the conditions set out in
Appendix 1 to this announcement and in the formal Offer Document, on the
following basis:
for each Oakburn Share, 760 pence in cash
The Offer values the entire issued share capital (including exercised options)
of Oakburn at #7,158,957. The total consideration being offered pursuant to the
Offer is #4,920,225 in aggregate.
Oakburn Shares to be acquired under the Offer will be acquired by Hodgson &
Faraday fully paid, with full title guarantee, free from all liens, equities,
charges and encumbrances and other interests and together with all rights now or
hereafter attaching thereto, including the right to receive and retain all
dividends and other distributions (if any) declared, made or paid on or after 21
November 2003.
3 Concert Party and other interests in Oakburn
Douglas and Simon Blausten each own 147,285 Shares (15.64% each). Peter
Blausten owns 119,285 Oakburn Shares (12.66%) and has undertaken to Hodgson &
Faraday not to accept any competing offer for Oakburn in the period up to 16
April 2004.
4 Information on Oakburn Group
Oakburn is a property investment company. Its directors include Douglas and
Simon Blausten.
For the year ended 25 March 2003, the Oakburn Group reported rents receivable of
#1,895,903 (2002: #2,048,167) and profit before taxation of #687,912 (2002:
#364,898). The consolidated net assets of the Oakburn Group at 25 March 2003
were #7 million (2002: #6.6 million). As at 25 March 2003 the consolidated net
asset value per Share of Oakburn amounted to 827 pence (2002: 782 pence).
5 Information on Hodgson & Faraday and the Concert Parties
a) Hodgson & Faraday
Hodgson and Faraday is a company jointly owned by Douglas and Simon Blausten
that has been dormant since its incorporation. Douglas and Simon Blausten have
agreed with Terrace Hill to use Hodgson & Faraday to implement the Offer.
Accordingly, Douglas and Simon Blausten will transfer their shares in Oakburn to
Hodgson & Faraday upon the Offer becoming unconditional and Terrace Hill has
agreed to provide the necessary liquid funds for Hodgson & Faraday to implement
the Offer. Douglas and Simon Blausten on the one hand and Terrace Hill, on the
other jointly control Hodgson & Faraday.
b) Douglas and Simon Blausten
Douglas and Simon Blausten are directors of Hodgson & Faraday and directors of
Oakburn.
c) Terrace Hill
Terrace Hill was created by the merger of CapitalTech PLC and the Westview
Group, whose principal operating subsidiary is Terrace Hill Limited. Terrace
Hill's shares are traded on the Alternative Investment Market of the London
Stock Exchange.
Terrace Hill's activities are focused on (a) direct commercial property
development including offices, retail, industrial, leisure and mixed use schemes
with acquisitions and development undertaken on both a speculative and pre-let
basis and (b) property investment, both residential and commercial.
For the 12 month period to 30 April 2003, Terrace Hill issued an unaudited
interim report (having extended its financial year end to 31 October 2003);
that report showed turnover of #13.961 million and profit before taxation of
#2.220 million. The consolidated net assets of Terrace Hill at 30 April 2003
were #43.168 million.
6 Information on funding
The cash consideration due under the terms of the Offer will be made available
by the Terrace Hill Group. Corbett Keeling is satisfied that Hodgson & Faraday
has the necessary financial resources for it to implement the Offer in full.
Full acceptance of the Offer would involve the payment of #4,920,225 by Hodgson
& Faraday.
7 Board, management and employees of Oakburn Group
The directors of Hodgson & Faraday will give assurances to the board of Oakburn
that the existing employment rights, including pension rights, of the employees
of Oakburn Group will be fully safeguarded.
8 Further information
The Offer will remain open for acceptance until the First Closing Date or such
later time(s) and/or date(s) as Hodgson & Faraday may decide in accordance with
the provisions contained in the Offer Document.
The Offer Document and the Form of Acceptance setting out the details of the
Offer will be despatched to Oakburn Shareholders as soon as practicable.
If acceptances are received under the Offer in respect of 90% or more of the
Oakburn Shares to which the Offer relates, Hodgson & Faraday will be entitled
and intends to exercise its rights pursuant to the provisions of sections 428 to
430F of the Act to acquire compulsorily the remaining Oakburn Shares.
Enquiries
Terrace Hill:
Nigel Turnbull, tel: 020 7631 1666
Hodgson & Faraday:
Douglas and Simon Blausten, tel: 020 7408 2222
Corbett Keeling:
Simon Keeling, tel: 020 7626 6266
The directors of Hodgson & Faraday accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
directors of Hodgson & Faraday (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
The contents of this announcement have been approved for the purposes of Section
21 of the Financial Services and Markets Act 2000 by Corbett Keeling of 13 St
Swithin's Lane London EC4N 8AL which is regulated in the United Kingdom by the
Financial Services Authority. Corbett Keeling is acting exclusively on behalf
of Hodgson & Faraday and no-one else in connection with the Offer and will not
be responsible to any person other than Hodgson & Faraday for providing the
protections afforded to clients of Corbett Keeling nor for providing advice in
relation to the Offer, the contents of this announcement or any other matter
referred to herein.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, the United States, Canada, Australia or Japan or by any means or
instrumentality (including, without limitation, electronic mail, facsimile
transmission, telex and telephone) of interstate or foreign commerce of, or of
any facility of a national securities exchange of the United States, Canada,
Australia or Japan. Accordingly, copies of the Offer Document and the Form of
Acceptance will not be, and must not be, mailed or otherwise distributed or sent
in, into or from the United States, Canada, Australia or Japan and persons
receiving such documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from the United States, Canada, Australia or
Japan.
APPENDIX 1 - CONDITION OF THE OFFER
The Offer is being made by Corbett Keeling on behalf of Hodgson & Faraday, in
accordance with the Takeover Code and is therefore subject to valid acceptances
being received (and, not where permitted, withdrawn) by not later than 3.00 p.m.
on the first closing date of the Offer (or such later time(s) and/or date(s) as
Hodgson & Faraday may, subject to the rules of the Code, decide) in respect of
Shares acquired or agreed to be acquired before or during the Offer which will
result in Hodgson & Faraday and any person acting in concert with it holding
Shares carrying in aggregate more than 50% of the voting rights then normally
exercisable at general meetings of Oakburn, including, for the purpose (to the
extent, if any, required by the Panel), any such voting rights attaching to any
Shares that are unconditionally allotted or issued before the Offer becomes or
is declared unconditional as to acceptances, whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise, and for this
purpose (i) the expression "Oakburn Shares to which the offer relates" shall be
construed in accordance with Sections 428-430F of the Companies Act 1985, (as
amended) and (ii) shares which have been unconditionally allotted shall be
deemed to carry the voting rights which they will carry on issue.
The above condition must be fulfilled or waived by midnight on the First Closing
Date (or such later date as the Panel may agree), failing which the Offer will
lapse.
Hodgson & Faraday have agreed to hold harmless and indemnify any holder of
Oakburn Shares who accepts the Offer or who otherwise transfers his/her
shareholding to Hodgson & Faraday as a result of any third party claim. Full
details of this indemnification will be set out in the formal Offer Document.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails or any means or instrumentality of interstate or foreign commerce of, or
any facilities of a national securities exchange of, the United States, nor is
it being made in Canada, Australia or Japan. Accordingly copies of this
announcement are not being, and must not be mailed or otherwise distributed or
sent in or into or from the United States, Canada, Australia or Japan.
The Offer will lapse (unless otherwise agreed with the Panel) if the proposed
acquisition of Oakburn Shares is referred to the Competition Commission before
3.00 pm on whichever is the later of the First Closing Date of the Offer and the
date when the Offer is declared or becomes unconditional.
The Offer will lapse if the European Commission either initiates proceedings
under Article 6(1)(c) of Council Regulation (EEC) 4064/89 or following a
referral by a competent authority in the United Kingdom, there is a subsequent
reference to the Competition Commission before 3.00 p.m. on whichever is the
later of the First Closing Date of the Offer and the date when the Offer is
declared or becomes unconditional.
If the Offer lapses for any reason, accepting Oakburn Shareholders and Hodgson &
Faraday will cease to be bound by any Form of Acceptance submitted before the
time when the Offer lapses.
APPENDIX 2 - Definitions
The following definitions apply throughout this announcement unless the context
otherwise requires:
'Act' the Companies Act 1985 (as amended)
'Board' or 'Directors' the board of directors of Oakburn
'City Code' The City Code on Takeovers and Mergers
'Corbett Keeling' Corbett Keeling Limited
'Concert Party' Simon and Douglas Blausten, Terrace Hill, Hodgson & Faraday and
their respective associates
'Form of Acceptance' the form of acceptance relating to the Offer accompanying
the Offer Document
'First Closing Date' the first closing date of the Offer, being 21 days after
the Offer Document is posted to Shareholders of Oakburn
'Oakburn' or 'Company' Oakburn Properties plc
'Oakburn Group' or 'Group' Oakburn and its subsidiary undertakings
'Oakburn Shares' the Shares in Oakburn not beneficially owned or controlled by
the Concert Party
'Oakburn Shareholders' the shareholders in Oakburn other than the Concert
Parties
'Independent Directors' the following directors of Oakburn: David Rayner and
Duncan Abbot
'Hodgson & Faraday' Hodgson & Faraday Limited
'the Offer' the offer described in and subject to the condition set out herein
to be made by Hodgson & Faraday to acquire Oakburn Shares and, where the context
admits, any subsequent revision, variation, extension or renewal thereof
'Offer Document' the document to be posted to Shareholders setting out the Offer
'Panel' the Panel on Takeovers and Mergers
'subsidiary undertaking' shall be construed in accordance with the Act (but for
this purpose ignoring paragraph 20(1)(b) of Schedule 4A thereof)
'Shares' the existing fully paid ordinary shares of #1 each in the capital of
Oakburn and any further such shares which are unconditionally allotted or issued
prior to the date on which the Offer closes (or such earlier date as Hodgson &
Faraday may, subject to the City Code, decide)
'Shareholder' a holder of Shares
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern
Ireland
'UK Listing Authority' the Financial Services Authority in its capacity as
competent authority under the Financial Services and Markets Act 2000
'United States' the United States of America, its territories and possessions,
any state of the United States of America and the District of Columbia
'UK Listing Authority' the Financial Services Authority in its capacity as
competent authority under the Financial Services and Markets Act 2000
'United States' the United States of America, its territories and possessions,
any state of the United States of America and the District of Columbia
This information is provided by RNS
The company news service from the London Stock Exchange
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