TIDMWICH TIDMRDF
RNS Number : 4585D
Wichford plc
23 March 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH
JURISDICTION
This is an announcement falling under Rule 2.4 of the City Code
on Takeovers and Mergers (the "Takeover Code") and does not
constitute an announcement of a firm intention to make an offer or
to pursue any other transaction under Rule 2.5 of the Takeover
Code.
Accordingly, Redefine International plc shareholders are advised
that there can be no certainty that a formal offer for Redefine
International plc will be forthcoming, even in the event that the
pre-conditions in this announcement are satisfied or waived.
FOR IMMEDIATE RELEASE
23 March 2011
Wichford P.L.C. ("Wichford") and Redefine International plc
("Redefine")
Potential Merger of Wichford and Redefine
Summary
-- The Boards of Wichford and Redefine are pleased to announce
that they have reached an in principle understanding regarding a
potential combination of the two companies (the "Merger").
-- The Merger would create an enlarged property company (the
"Enlarged Company"), listed on the main market of the London Stock
Exchange (the "LSE"), with a well diversified, income-producing
investment property portfolio and a balanced capital structure
benefiting from a significant capital commitment from its largest
shareholder. The Enlarged Company would seek to distribute the
majority of its recurring net income in the form of dividends.
-- Following completion of the strategic review announced by the
Board of Wichford on 15 November 2010 (the "Strategic Review"), the
Board of Wichford believes that proceeding with the Merger and the
associated capital commitments made by Redefine's largest
shareholder is in the best interests of Wichford shareholders.
Commenting on the possible Merger, Philippe de Nicolay, Chairman
of Wichford, said: "We are pleased to announce today the key terms
of the proposed Merger agreed in principle with the Board of
Redefine. Following the completion of Wichford's strategic review
of options we have concluded that the proposed Merger delivers the
most attractive outcome for Wichford shareholders. In addition to
an ongoing participation in the Enlarged Company which will
continue to focus on income distribution from its diversified asset
base, the proposed transaction provides a substantial de-risking of
the Wichford October 2012 debt maturities through securing a
significant capital commitment from the Enlarged Company's largest
shareholder."
Gavin Tipper, Chairman of Redefine, added: "We are delighted to
be announcing the planned combination with Wichford. The merger is
consistent with our ongoing strategy to build a larger, more liquid
company focused on diversified, income producing investment
properties. We believe that the Enlarged Company will be well
placed to deliver attractive cash returns for investors and growth
over the long term."
Financial Terms and Ownership
-- Wichford is expected to make an all share offer for the
entire issued and to be issued share capital of Redefine at an
exchange ratio of 7.2 Wichford shares for every Redefine share (the
"Exchange Ratio").
-- On completion of the Merger, based on the existing number of
Redefine shares in issue, approximately 2,973 million new Wichford
shares would be issued to Redefine shareholders. It is intended
that Redefine's existing shareholding of approximately 231 million
shares in Wichford would be cancelled and so the net increase in
the issued share capital of Wichford would be approximately 2,742
million. The Enlarged Company would therefore have approximately
3,804 million shares in issue.
-- Following cancellation of Redefine's existing shareholding of
approximately 231 million shares in Wichford and based on the
undiluted issued share capital on 22 March 2011, being the last
trading day prior to this announcement:
- existing Redefine shareholders would hold approximately 78 per
cent. of the issued shares of the Enlarged Company;
- existing Wichford shareholders (other than Redefine as a
shareholder in Wichford) would hold approximately 22 per cent. of
the issued shares of the Enlarged Company; and
- Redefine Properties International Limited (which is listed on
the Johannesburg Stock Exchange ("JSE")) ("Redefine Properties
International") would become the majority shareholder in the
Enlarged Company with a shareholding of approximately 64 per
cent..
-- Redefine Properties International is approximately 57 per
cent. owned by Redefine Properties Limited ("Redefine Properties"),
which is also listed on the JSE and currently has a market
capitalisation of R19.6 billion (approximately GBP1.7 billion).
-- Based on 51.5 pence, being the closing price of Redefine
shares on 22 March 2011, the Exchange Ratio values each Wichford
share at approximately 7.2 pence, representing a premium of
approximately:
- 7 per cent. to the closing price of approximately 6.7 pence
per Wichford share on 22 March 2011, being the last trading day
prior to the release of this announcement; and
- 2 per cent. to the average closing price of approximately 7.0
pence per Wichford Share for the one month period to 22 March
2011.
-- Based on approximately 6.7pence being the closing price of
Wichford shares on 22 March 2011, the Exchange Ratio values each
Redefine share at approximately 48.2 pence, representing a discount
of approximately:
- 6 per cent. to the closing price of 51.5 pence per Redefine
share on 22 March 2011, being the last trading day prior to the
release of this announcement; and
- 10 per cent. to the average closing price of approximately
53.6 pence per Redefine Share for the one month period to 22 March
2011.
-- The value placed by the Exchange Ratio on Wichford's shares
of approximately 7.2 pence per share also represents:
- a premium of approximately 29 per cent. to the net asset value
("NAV") of 5.56 pence per Wichford share, being the last reported
NAV prior to the release of this announcement; and
- a discount of approximately 17 per cent. to the European
Public Real Estate Association ("EPRA") NAV of 8.67 pence per
Wichford share, being the last reported EPRA NAV prior to the
release of this announcement.
-- Wichford shareholders on the shareholder register on the
record date (which would be before the completion of the Merger)
would receive an interim dividend of no less than 0.32 pence per
share for the six month period ended 31 March 2011.
-- Redefine shareholders on the shareholder register on the
record date (which would be before the completion of the Merger)
would receive an interim dividend for the period ended 28 February
2011 consistent with Redefine's existing dividend policy.
Strategic Rationale
-- The Merger would create an enlarged, income-focused property
company with a large, well diversified investment property
portfolio, listed on the main market of the LSE. The Enlarged
Company would have an improved capital structure, benefiting from
Redefine's attractive long term debt facilities, as well as the
commitment from Redefine Properties International and Redefine
Properties to support a fully pre-emptive capital raise by the
Enlarged Company in the future (see Capital Commitment).
-- In particular, the Boards of Wichford and Redefine believe
that the Merger represents a clear and strong complementary fit,
creating a company in the mid-tier of the UK listed property sector
with:
- good growth prospects, an improved capital structure and
better access to capital;
- complementary income focused portfolios, diversified by
geography, asset and tenant type;
- an enlarged shareholder base which may enhance trading
liquidity for shares in the Enlarged Company; and
- potential for reduced combined expenses as a result of the
elimination of certain public company costs.
Capital Commitment
-- It is expected that the Enlarged Company would, in due
course, seek to raise equity capital (a "Capital Raising") on a
fully pre-emptive basis to improve the gearing of the Enlarged
Company and to assist, inter alia, with the refinancing of
Wichford's existing debt maturities in October 2012. The Board of
the Enlarged Company would decide the terms of any Capital Raising
at the appropriate time, with regard to the interests of all
shareholders in the Enlarged Company. It is currently expected that
the preferred route for a Capital Raising would involve issuing new
equity at a tight discount, on a fully pre-emptive basis.
-- Redefine Properties International, with the support of its
parent company, Redefine Properties, has agreed that it would
subscribe to at least its pro rata share of any Capital Raising (as
may be agreed by the Board of the Enlarged Company and undertaken
prior to 31 October 2012) of up to GBP100 million of gross
proceeds. Based on the undiluted issued share capital on 22 March
2011, Redefine Properties International's pro forma shareholding in
the Enlarged Company would be approximately 64 per cent..
-- Redefine Properties International would be committed to
increasing liquidity and broadening institutional ownership of the
Enlarged Company. Dependent on the terms of the Capital Raising,and
at its sole discretion, Redefine Properties International would
accommodate additional demand for any Capital Raising from existing
and new shareholders, to the extent that its shareholding in the
Enlarged Company remains at a minimum of 50.1 per cent..
-- While the preferred route for a Capital Raising would involve
issuing new equity at a tight discount on a fully pre-emptive
basis, as part of the terms of the Merger and in the event that a
Capital Raising cannot be successfully completed, Redefine
Properties has agreed to support a backstop capital raising
("Backstop Capital Raising"). The Backstop Capital Raising would
provide the Enlarged Company with the ability to conduct a deeply
discounted rights issue of up to GBP100 million of gross proceeds,
at an issue price not less than the nominal value of the shares of
the Enlarged Company. Redefine Properties has agreed it would
provide underwriting to any Backstop Capital Raising of an amount
equivalent to Redefine Properties International's shareholding in
the Enlarged Company at the time of completion of the Merger
multiplied by GBP100 million, being the maximum size of such
Backstop Capital Raising. Based on the undiluted issued share
capital on 22 March 2011, Redefine Properties International would
own 64 per cent. of the Enlarged Company and as such its
underwriting commitment would be GBP64 million for any Backstop
Capital Raising up to GBP100 million.
-- The Backstop Capital Raising would be callable at any time
following completion of the Merger by a majority of the members of
the Board of the Enlarged Company entitled to vote on the relevant
Board resolution.
-- The Backstop Capital Raising commitment would terminate on 31
October 2012 if not called by that date.
-- If the Merger is completed, an underwriting fee of 2.5 per
cent. would be payable to Redefine Properties for its underwriting
commitment in respect of the Backstop Capital Raising by the
Enlarged Company on the earlier of 31 October 2012 or the
completion of a Capital Raising (or the Backstop Capital Raising,
as may be applicable). Based on the undiluted share capital in
issue on 22 March 2011, the underwriting fee payable would be
GBP1.6 million, being 2.5 per cent. of the GBP64 million commitment
of Redefine Properties, being Redefine Properties International's
64 per cent. share of the maximum GBP100 million Backstop Capital
Raising. No other fees would be payable to Redefine Properties,
Redefine Properties International or their affiliates upon grant or
exercise of the call option associated with the Backstop Capital
Raising or in relation to a Capital Raising.
Management Team and Board of Directors
-- It is proposed that, immediately following the Merger, the
Board of the Enlarged Company would consist of nine directors
including:
- four former Wichford non-executive directors, one of whom will
be the Chairman of the Enlarged Company;
- two former Redefine independent non-executive directors;
- one new non-executive director;
- one non-executive director appointed by Redefine Properties
International; and
- one executive director of Wichford Property Management
Limited, which is 76 per cent. owned by Redefine Properties.
-- The Board of the Enlarged Company would comply with the
recommendations of the UK Corporate Governance Code.
-- It is expected that, other than one non-executive director
appointed by Redefine Properties International and one executive of
Wichford Property Management Limited, the appointment of directors
would be subject to the approval of a nominations committee of the
Board of the Enlarged Company, comprising two former Wichford
non-executive directors and the new independent non-executive
director.
-- The executive director and non-executive director appointed
by Redefine Properties International would not be entitled to vote
on any Board resolution to call on the Backstop Capital Raising
commitment.
Corporate Structure of the Enlarged Entity
-- The Enlarged Company would continue to be managed by Wichford
Property Management Limited.
-- It is expected that, following the completion of the Merger,
the Board of the Enlarged Company would conduct a review of the
management and tax structure of the Enlarged Company.
Relationship Agreement
-- In connection with the Merger, Redefine Properties
International (as the majority shareholder) and the Enlarged
Company propose to enter into a relationship agreement setting out
the governance arrangements for the Enlarged Company (the
"Relationship Agreement").
-- Subject to compliance with all regulatory requirements
(including the rules of the JSE), it is intended that the
Relationship Agreement would contain certain corporate governance
arrangements to facilitate the independent operation of the
Enlarged Company. The Relationship Agreement would limit the
ability of Redefine Properties International and/or its associates
from taking control of the Board of the Enlarged Company and would
prevent Redefine Properties International from taking actions that
could result in the de-listing of the Enlarged Company (other than
as a result of underwriting a Backstop Capital Raising if the same
were called upon by the Board of the Enlarged Company as set forth
above).
-- The Relationship Agreement is also expected to:
- limit the ability of Redefine Properties International and its
associates from voting on matters not permitted under Chapter 11 of
the UKLA Listing Rules or otherwise not complying with the Listing
Rules;
- ensure that all transactions between the Enlarged Company and
Redefine Properties International and/or its associates are
conducted on an arm's length basis; and
- prevent Redefine Properties International from modifying the
Enlarged Company's articles of association in any manner that is
inconsistent with the Relationship Agreement.
-- Redefine Properties International has committed that, from
the date of this announcement, which commitment is intended to be
reflected under the terms of the Relationship Agreement, it would
not dispose of any shares held by it prior to the Merger in the
capital of either Wichford or Redefine or, following the Merger, in
the Enlarged Company in the period up to the earlier of 31 October
2012 or the completion of the Capital Raising or Backstop Capital
Raising (as relevant).
-- The Relationship Agreement is expected to apply to Redefine
Properties International and, to the extent that any shares in the
Enlarged Company which are beneficially owned by Redefine
Properties International are transferred to one or more of its
associates, Redefine Properties International would be required to
procure that such associates enter into parallel obligations prior
to the transfer of shares.
-- The obligations of Redefine Properties International and its
associates under the Relationship Agreement would only terminate if
the beneficial ownership of Redefine Properties International and
its associates in the Enlarged Company either falls below 30 per
cent., or the Enlarged Company is no longer admitted to listing on
the Official List of the London Stock Exchange.
Pre-conditions and Conditions to the Announcement of a Firm
Offer and to the Merger
-- Proceeding with the proposed Merger, and any announcement
pursuant to Rule 2.5 of the Takeover Code by Wichford of a firm
intention to make an offer for Redefine, is subject, inter alia, to
the following pre-conditions:
(i) the completion of due diligence satisfactory to
Wichford;
(ii) the unanimous recommendation of the Board of Redefine;
(iii) the unanimous recommendation of the Board of Wichford;
(iv) the agreement of Redefine and Wichford to the terms of an
implementation agreement;
(v) the agreement by Redefine Properties International, Redefine
Properties and Wichford to the terms of the Capital Raising and
Backstop Capital Raising commitments;
(vi) agreement being reached regarding satisfactory governance
arrangements for the Enlarged Company to be set out in the
Relationship Agreement;
(vii) Redefine shareholders receiving any interim dividend
payable for the period ended 28 February 2011 consistent with
Redefine's existing dividend policy;
(viii) Wichford shareholders receiving an interim dividend for
the six month period ended 31 March 2011 of no less than the level
of the 2010 interim dividend of 0.32 pence per share; and
(ix) all required UKLA, Takeover Panel, JSE, South African
Reserve Bank Takeover Regulation Panel in South Africa (currently
the Securities Regulation Panel) and other required regulatory
approvals having been obtained, including Takeover Panel consent in
principle to a waiver of Rule 9 of the Takeover Code, given
Redefine Properties International's shareholding in the Enlarged
Company would exceed 29.9 per cent..
-- The Merger is expected to be subject, inter alia, to the
approval by ordinary resolution of Wichford shareholders excluding
those shares held by Redefine and its affiliates, the approval by
special resolution of all Wichford shareholders, the approval by
both ordinary and special resolution of Redefine Properties
International shareholders, and valid acceptances from shareholders
representing at least 90per cent.of the issued share capital of
Redefine (Redefine Properties International's shareholding of
approximately 82 per cent. improves the prospects of reaching this
threshold). Any offer for Redefine would be subject to terms and
conditions customary for a recommended offer for a public company
governed by the Takeover Code.
-- Wichford reserves the right to waive any of the above
pre-conditions and conditions which apply to it. Wichford reserves
the right, with the consent of the Board of Redefine, to vary (i)
the share exchange ratio set out above and/or (ii) the form and/or
mix of the consideration.
Indicative Timetable
-- It is anticipated that, subject to the satisfaction or waiver
of all pre-conditions and obtaining all required regulatory and
shareholder approvals or acceptances, the Merger could be announced
under Rule 2.5 of the Takeover Code during the second quarter of
2011 and completed during the third quarter of2011.
Proposed Transaction Structure, Regulatory Approvals and Listing
Status
-- If the Merger proceeds it is expected that it would be
implemented by way of a reverse takeover of Redefine by Wichford
under the Listing Rules of the UKLA, with Redefine's existing
shareholding in Wichford being cancelled following the Merger.
There will be no suspension of Redefine or Wichford ordinary shares
following publication of this announcement.
-- Since the Merger would be classified as a reverse takeover
under the Listing Rules of the UKLA, applications would need to be
made to the UKLA and the LSE for the ordinary shares of the
Enlarged Company to be admitted to the Official List and to trading
on the LSE respectively. A prospectus would be required to be
published in relation to the application for admission to the
Official List. The eligibility of the Enlarged Company has not yet
been agreed with the UKLA.
-- The Merger is also conditional on Takeover Panel consent to a
waiver of Rule 9 of the Takeover Code and associated Wichford
ordinary resolution (on which Redefine and its affiliates cannot
vote) given Redefine Properties International's shareholding in the
Enlarged Company would exceed 29.9per cent..
-- The Enlarged Company would change its name to Redefine
International plc.
Further Information regarding the Wichford Strategic Review
-- The Board of Wichford announced on 15 November 2010 that it
had retained Rothschild to conduct a strategic review of Wichford's
options. The strategic review has been completed and the Board of
Wichford believes that pursuing a combination with Redefine on the
proposed terms is in the best interests of Wichford's
shareholders.
-- The review of options by the Board of Wichford covered, inter
alia, a liquidation strategy, de-leveraging through asset sales, a
fundamental change in the management and structural arrangements of
Wichford, an equity issuance to assist with the refinancing of the
Delta and Gamma facilities which mature in October 2012, a CMBS
restructuring facilitated through the servicer of the Windermere
CMBS conduits, and a merger with Redefine coupled with a capital
raising. Although each of these strategies individually may have
merit, and some could be pursued by the Enlarged Company post
merger, the Board of Wichford considers that the merger of Redefine
and Wichford would provide a stronger basis from which to pursue
such strategies, as well as a supportive and well-capitalised major
shareholder to facilitate thecapital raising that may be
required.
-- The Board of Wichford has previously announced that it would
consider an orderly exit from Wichford's Continental European
assets. Wichford is continuing to explore options to exit these
assets, including but not limited to a sale of the VBG portfolio.
As at 30 September 2010, the VBG portfolio, which is financed with
non-recourse debt facilities, had a negative net asset value
position of approximately 2.1 pence per share which was
consolidated into Wichford's financial statements.
Enquiries:
Wichford Redefine
Philippe de Nicolay, Chairman Gavin Tipper, Chairman
Tel: +55 (11) 9636 7979 Tel: +27 (0) 21 683 3829
Rothschild (Financial Adviser Deutsche Bank (Financial
to Wichford) Adviser and Corporate Broker
to Redefine)
Duncan Wilmer, Indy Flore Omar Faruqui, Ben Lawrence
Tel: +44 (0) 20 7280 5000 Tel: +44 (0) 20 7545 8000
Evolution Securities (Joint corporate Singer Capital (Nominated
broker to Wichford) Adviser to Redefine)
Chris Sim, Jeremy Ellis Jeff Keating
Tel: +44 (0) 20 7071 4300 Tel: +44 (0) 20 3205 7500
Peel Hunt (Joint corporate broker
to Wichford)
Capel Irwin, Nicholas Marren,
Hugh Preston
Tel: +44 (0) 20 7418 8900
Citigate Dewe Rogerson (Public
Relations adviser to Wichford)
George Cazenove, Kate Lehane
Tel: +44 (0) 20 7638 9571
About Redefine
Redefine is a diversified, income-focused property investment
company quoted on AIM with a market capitalisation of approximately
GBP213 million and gross assets of GBP428 million (comprisinga
diverse commercial portfolio of UK and European assets, including
shopping centres and hotels). It currently holds a shareholding of
approximately 21.7 per cent. in Wichford. Redefine's ultimate
parent company, Redefine Properties Limited, which is listed on the
JSE, indirectly owns a shareholding in Wichford Property Management
Limited, Wichford's property manager. Further information about
Redefine, including public announcements and financial results, is
available on Redefine's website at http://www.
redefineinternational.je/.
About Wichford
Wichford is a property investment company quoted on the LSE with
a market capitalisation of approximately GBP71 million and gross
assets of GBP627 million comprising a portfolio focused on
investment property occupied primarily by Central and State
Government bodies. Over three quarters of the portfolio comprises
public sector rented properties in the UK with the remainder in
Germany and the Netherlands.
As at 30 September 2010, Wichford owned 81 properties in the UK
and Continental Europe (five in Germany and one in The Netherlands)
totalling 350,000 square metres (3.8 million square feet), valued
by external valuers at GBP573.5 million.
Summary of Wichford's debt facilities as at 30 September
2010
Facility Delta Gamma Zeta Halle Hague VBG1 VBG2
---------------- ------- ------- ------- ------- ------ -------- ------
Maturity Oct-12 Oct-12 May-13 Apr-14 Jul-14 Jan-12 Apr-11
Currency GBP GBP GBP Euro Euro Euro Euro
Principal 114.6 199.7 46 37.1 21.9 67.1 53.6
Swap rate 4.95% 4.77% 2.73% 4.20% 4.89% 2.5% cap 3.93%
Margin 0.75% 0.75% 1.15% 0.85% 2.30% 1.10% 1.10%
Total Interest 5.69% 5.52% 3.88% 5.05% 7.19% Variable 5.03%
LTV (covenant) na na 65% na na na* na*
LTV (actual) 90% 90% 59% 96% 93% 124% 128%
ICR (covenant) 125% 115% 140% 140% na 120% 115%
ICR (last
actual) 135% 155% 361% 172% 149% 229% 170%
WAULT (covenant) 4.5 6 na na na na na
WAULT (latest) 9.3 9.3 6 na na na na
---------------- ------- ------- ------- ------- ------ -------- ------
*note: VBG1 and VBG2 LTV covenants waived - previously
85% and 86% respectively
IMPORTANT NOTICES
This Announcement does not constitute, or form part of, an offer
or invitation to purchase any securities and does not amount to a
firm intention to make an offer. There is no certainty that any
offer will be made even if the pre-conditions are satisfied or
waived. This Announcement has been prepared in accordance with
English law and the Takeover Code and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside of the United Kingdom.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
N M Rothschild & Sons plc ("Rothschild"), which is
authorised and regulated in the United Kingdom by The Financial
Services Authority is acting exclusively for Wichford and no-one
else in connection with the Merger and accordingly will not be
responsible to anyone other than Wichford for providing the
protections afforded to clients of Rothschild nor for providing
advice in relation to the matters described in this
announcement.
Evolution Securities Limited ("Evolution"), which is authorised
and regulated in the United Kingdom by The Financial Services
Authority is acting exclusively for Wichford and no-one else in
connection with the Merger and accordingly will not be responsible
to anyone other than Wichford for providing the protections
afforded to clients of Evolution nor for providing advice in
relation to the matters described in this announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by The Financial Services Authority is acting
exclusively for Wichford and no-one else in connection with the
Merger and accordingly will not be responsible to anyone other than
Wichford for providing the protections afforded to clients of Peel
Hunt nor for providing advice in relation to the matters described
in this announcement.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFin - Federal Financial Supervisory
Authority) and authorised and subject to limited regulation in the
United Kingdom by the Financial Services Authority. Details about
the extent of Deutsche Bank AG's authorisation and regulation by
the Financial Services Authority are available on request. Deutsche
Bank AG, London Branchis acting as financial adviser to Redefine
and no one else in connection with the Merger and will not be
responsible to anyone other than Redefine for providing the
protections afforded to clients of Deutsche Bank AG, London Branch
nor for providing advice in relation to any matter referred to
herein.
Singer Capital Markets ("Singer"), which is authorised and
regulated in the United Kingdom by The Financial Services Authority
is acting exclusively for Redefine and no-one else in connection
with the Merger and accordingly will not be responsible to anyone
other than Redefine for providing the protections afforded to
clients of Singer nor for providing advice in relation to the
matters described in this announcement.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any paper 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 paper 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 paper 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 paper
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper offeror
prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 paper
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 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on Website
A copy of this announcement will be available at
http://www.redefineinternational.je/proposed_merger.html and at
www.wichford.com.
The content of the websites referred to in this announcement are
not incorporated into and do not form part of this
announcement.
Rule 2.10
The following information is given in accordance with Rule 2.10
of the Takeover Code.
Wichford has in issue a total of 1,062,095,584 Wichford Shares
the ISIN for which is GB00B01V9H13. It is not currently expected
that any Wichford Shares would be issuable under the management
agreement between Wichford and Wichford Property Management
Limited, the external property management company which manages
Wichford and which is an affiliate of Redefine. The Wichford Shares
are admitted to trading on the Official List of the London Stock
Exchange.
Redefine has in issue 412,898,995 Redefine Shares the ISIN for
which is GB00B13PT348. The Redefine Shares are admitted to trading
on AIM and are listed on the London Stock Exchange.
Neither Wichford nor Redefine hold any shares in treasury.
Cautionary and Forward-Looking Statements
Certain statements in this announcement are forward-looking
statements with respect to (amongst other things) the financial
condition, results of operations and business of Wichford and
Redefine and certain plans and objectives of both companies. These
forward-looking statements, without limitation, can be identified
by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as
'anticipate', 'expect', 'estimate', 'intend', 'plan', 'goal',
'believe', 'will', 'may', 'should', 'would', 'could' or other words
of similar meaning. These statements are based on assumptions and
assessments made by the respective Boards in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve a number of risks, uncertainties or assumptions that could
cause actual results or events to differ materially from those
expressed or implied by the forward-looking statements. These
risks, uncertainties or assumptions could adversely affect the
outcome and financial effects of the plans and events described in
this announcement. Forward-looking statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement. Except as required by the London Stock Exchange, the
Takeover Code or by law, the Boards of both Redefine and Wichford
are under no obligation to update or keep current the
forward-looking statements contained in this Announcement or other
forward-looking statements it may make or to correct any
inaccuracies which may become apparent in such forward-looking
statements.
No statement in this announcement is intended as a profit
forecast or profit estimate and no statement in this Announcement
should be interpreted to mean that the future earnings per share of
the Enlarged Company, Redefine and/or Wichford for current or
future financial years will necessarily match or exceed the
historical or published earnings per share of Redefine or
Wichford.
APPENDIX I
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
1. Unless otherwise stated:
-- the financial information concerning Wichford has been
extracted or derived without adjustment from the Wichford audited
annual report and accounts for Wichford of the year ended 30
September 2010;
-- the financial information concerning Redefine has been
extracted or derived without adjustment from the Redefine audited
annual report and accounts for Redefine of the year ended 31 August
2010; and
-- all stated number of shares in issue and percentage
calculations are as at 22 March 2011.
2. As at the close of business on 22 March 2011, being the last
trading day prior to the Announcement Date:
-- Wichford had in issue 1,062,095,584 ordinary shares (being
the number of ordinary shares in issue according to Wichford's
total voting rights announcement on 15 November 2010, as confirmed
by Wichford). The International Securities Identification Number
for Wichford Shares is GB00B01V9H13;
-- Redefine had in issue 412,898,995 ordinary shares (being the
number of ordinary shares in issue following Redefine's investment
acquisition of Kalihora Holdings Limited and issue of equity as
confirmed and announced by Redefine on 2 February 2011). The
International Securities Identification Number for Redefine Shares
is GB00B13PT348; and
-- Redefine holds 230,772,000 ordinary shares in Wichford (being
the number of ordinary shares in issue according to Redefine's
announcement on 15 November 2010, as confirmed by Redefine),
representing approximately 21.7 per cent. of the undiluted issued
share capital on 22 March 2011, being the last trading day prior to
this announcement.
3. On completion of the Merger:
-- 2,972,872,764 new Wichford shares would be issued to Redefine
shareholders, calculated on the basis of:
(i) the number of issued ordinary Redefine shares referred to in
paragraph 2 above; and
(ii) an exchange ratio of 7.2 Wichford shares for every Redefine
share
4. On completion of the Merger, post cancellation of Redefine's
existing shareholding in Wichford:
-- 3,804,196,348 ordinary shares in the Enlarged Company would
be issued in aggregate to Wichford and Redefine shareholders,
calculated on the basis of:
(i) the total number of ordinary shares issued in Wichford
referred to in paragraph 2 above; plus
(ii) the total number of new Wichford shares issued to Redefine
shareholders referred to in paragraph 3 above; minus
(iii) Redefine's existing holding of 230,772,000 ordinary shares
in Wichford referred to in paragraph 2 above which would be
cancelled.
-- Redefine shareholders would hold approximately 78 per cent.
of the issued shares of the Enlarged Company, calculated on the
basis of:
(i) 3,804,196,348 ordinary shares in the Enlarged Company issued
in aggregate as referred to above; and
(ii) the number of new Wichford shares issued to Redefine
shareholders referred to in paragraph 3 above.
-- Wichford shareholders (other than Redefine as a shareholder
in Wichford) would hold approximately 22 per cent. of the issued
shares of the Enlarged Company, calculated on the basis of:
(i) 3,804,196,348 ordinary shares in the Enlarged Company issued
in aggregate as referred to above; and
(ii) the number of issued ordinary Wichford shares referred to
in paragraph 2 above minus Redefine's existing holding of
230,772,000 ordinary shares in Wichford referred to in paragraph 2
above.
5. As at the close of business on 22 March 2011, being the last
trading day prior to the Announcement Date, Redefine is
approximately 81.5 per cent. owned by Redefine Properties
International which is, in turn, approximately 57.2 per cent. owned
by Redefine Properties.
6. On completion of the Merger, post cancellation of Redefine's
existing shareholding in Wichford, Redefine Properties
International would become the majority shareholder in the Enlarged
Company with a shareholding of approximately 64 per cent.,
calculated on the basis of:
-- Redefine's shareholding of approximately 78 per cent. of the
issued shares of the Enlarged Company as referred to in paragraph
4; multiplied by
-- Redefine International Properties shareholding of
approximately 81.5 per cent. in Redefine referred to in paragraph 5
above.
7. Market capitalisation of Redefine Properties based on an
exchange rate of approximately 11.29 Rand to GBP1.00 as at 22 March
2011.
8. Unless otherwise stated, all prices, closing prices and
exchange rates for Wichford and Redefine Shares are closing middle
market quotations derived from the Official List of the London
Stock Exchange Daily, Datastream and Bloomberg.
9. The implied offer price per Wichford share of approximately
7.2 pence is calculated on the basis of:
(i) a Redefine share price of 51.5 pence on 22 March 2011, being
the last trading day prior to this announcement; and
(ii) an exchange ratio of 7.2 Wichford shares for every Redefine
share.
10. The premium and discount calculations to the implied offer
price per Wichford share have been calculated by reference to:
-- a price of approximately 6.7 pence per Wichford ordinary
share, being the closing price on 22 March 2011, the last business
day prior to announcement;
-- the average closing price per Wichford ordinary share of
approximately 7.0 pence for the one month period to 22 March
2011;
-- last reported NAV as at 30 September 2010 of 5.56 pence per
share; and
-- last reported EPRA NAV as at 30 September 2010 of 8.67 pence
per share.
11. The implied offer price per Redefine share of approximately
48.2 pence is calculated on the basis of:
(iii) a Wichford share price of approximately 6.7 pence on 22
March 2011, being the last trading day prior to this announcement;
and
(iv) an exchange ratio of 7.2 Wichford shares for every Redefine
share
12. The discount calculations to the implied offer price per
Redefine Share have been calculated by reference to:
-- a price of 51.5 pence per Redefine ordinary share, being the
closing price on 22 March 2011, the last business day prior to the
Announcement Date; and
-- the average closing price per Redefine ordinary share of
approximately 53.6 pence for the one month period to 22 March
2011.
13. The negative net asset value on the VBG portfolio of 2.1
pence per share is based on investment values, borrowings,
derivative fair values and cash balances withheld for amortisation
as referenced in the full year to September 2010 Results
Presentation.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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