TIDMMCS
RNS Number : 1365N
Mastiff Bidco Limited
28 January 2021
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 SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
28 January 2021
INCREASED AND FINAL RECOMMENDED CASH OFFER
for
MCCARTHY & STONE PLC
(McCarthy & Stone)
by
MASTIFF BIDCO LIMITED
(Bidco)
which is a company indirectly wholly-owned by Lone Star Real
Estate Fund VI
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Update on Bidco debt financing arrangements
Introduction
On 23 October 2020, the board of directors of McCarthy &
Stone plc (McCarthy & Stone) and Mastiff Bidco Limited (Bidco)
announced that they had reached agreement on the terms of a
recommended cash offer by Bidco for the entire issued and to be
issued share capital of McCarthy & Stone.
On 7 December 2020, the boards of directors of Bidco and
McCarthy & Stone announced that they reached agreement on the
terms of an increased and final recommended cash offer (the
Acquisition). The financial terms of the increased and final offer
are final and will not be increased, except that Bidco reserves the
right to increase the amount of the offer price if there is an
announcement on or after the date of this announcement of an offer
or a possible offer for McCarthy & Stone by a third party
offeror or potential offeror. The Acquisition is to be effected by
means of a scheme of arrangement under Part 26 of the Companies Act
2006 (the Scheme).
Capitalised terms used but not defined in this announcement have
the meanings given to them in the scheme document published and
made available to McCarthy & Stone Shareholders on 16 November
2020 (the Scheme Document), unless the context requires
otherwise.
Senior Secured Term Loan Facility
On 27 January 2021, Bidco entered into a senior facilities
agreement pursuant to which Goldman Sachs Bank USA as mandated lead
arranger and original lender has made available a GBP275 million
senior secured term loan facility subject to the satisfaction of
certain conditions precedent (the Senior Secured Term Loan
Facility).
In addition, on 27 January 2021, in connection with the Senior
Secured Term Loan Facility, Bidco entered into: (i) a debenture;
and (ii) a security interest agreement, in each case, with Lucid
Trustee Services Limited as security agent, and an agency fee
letter with Lucid Trustees Services Limited as security agent and
Lucid Agency Services Limited as agent.
The external debt financing to be provided under the Senior
Secured Term Loan Facility will be used for the purpose of, amongst
other things, refinancing the existing indebtedness of McCarthy
& Stone and general corporate purposes. Accordingly, the cash
consideration payable by Bidco to McCarthy & Stone Shareholders
pursuant to the Acquisition will continue to be financed from
equity invested by Lone Star Real Estate Fund VI under the equity
commitment letter dated 7 December 2020 (a copy of which is
available on Bidco's website), on the basis set out in the Scheme
Document.
Documents available on website
Copies of the following documents will be made available on
Bidco's website at www.lsrefvimastiff.com (subject to any
applicable restrictions relating to persons resident in Restricted
Jurisdictions) by no later than 12 noon on the date of this
announcement up to and including the Effective Date or the date the
Scheme lapses or is withdrawn, whichever is earlier:
-- this announcement; and
-- the senior facilities agreement, agency fee letter, debenture
and security interest agreement described above.
Enquiries
Moelis & Company +44 (0) 20 7634
(Lead financial adviser to Lone Star and Bidco) 3500
Mark Aedy
Robert Sorrell
Liam Beere
Goldman Sachs International +44 (0) 20 7774
(Financial adviser to Lone Star and Bidco) 1000
Chris Emmerson
James Brodie
Headland
(Public relations adviser to Lone Star and
Bidco)
+44 (0) 20 3435
Howard Lee 7481
+44 (0) 20 3805
Francesca Tuckett 4832
Important notices
Moelis & Company, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Lone Star and
Bidco and for no one else in connection with the matters described
in this announcement and will not be responsible to anyone other
than Lone Star and Bidco for providing the protections afforded to
clients of Moelis & Company nor for providing advice in
connection with the matters referred to herein. Neither Moelis
& Company 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 Moelis & Company in connection
with this announcement, any statement contained herein or
otherwise.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Lone Star and Bidco and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than Lone Star and Bidco for providing
the protections afforded to clients of Goldman Sachs International,
or for providing advice in relation to the matters referred to in
this announcement.
Publication on website
In addition to the documents which are already available for
inspection, as set out in the Rule 2.7 Announcement and the Scheme
Document, a copy of this announcement and the documents required to
be published pursuant to Rule 26.2 of the Code will be available
free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Bidco's website at
http://www.lsrefvimastiff.com/ by no later than 12 noon on the date
of this announcement. The content of the website referred to in
this announcement is not incorporated into and do not form part of
this announcement.
McCarthy & Stone Shareholders may request a hard copy of
this announcement (and any information incorporated by reference in
this announcement) by writing to Link Group, The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU or by calling Link Group
on +44 (0)371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday
to Friday (excluding public holidays in England and Wales). Please
note that Link Group cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes. It is important that you note that unless you
make such a request, a hard copy of this announcement and any such
information incorporated by reference in it will not be sent to
you. You may also request that all future documents, announcements
and information to be sent to you in relation to the Acquisition
should be in hard copy form. If a McCarthy & Stone Shareholder
has received this announcement in electronic form, hard copies of
this announcement and any document or information incorporated by
reference into this announcement will not be provided unless such a
request is made.
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END
OUPEAEFPAEAFEEA
(END) Dow Jones Newswires
January 28, 2021 02:00 ET (07:00 GMT)
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