TIDMYEW
RNS Number : 0132T
Yew Grove REIT PLC
19 November 2021
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 OR REGULATIONS OF THAT
JURISDICTION
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.5 OF THE
IRISH TAKEOVER RULES
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
19 November 2021
RECOMMED CASH OFFER
FOR
YEW GROVE REIT PLC
BY
SLATE OFFICE IRELAND INVESTMENT LIMITED
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF SLATE OFFICE REIT
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER
CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
Summary
-- Further to the Possible Offer Announcement made by Slate
Office REIT ("Slate") and Yew Grove REIT plc ("Yew Grove" or the
"Company") on 15 November 2021, Slate and Yew Grove are pleased to
announce that they have reached agreement on the terms of a cash
offer by Slate which has been unanimously recommended by the Yew
Grove Board, pursuant to which Slate Office Ireland Investment
Limited ("Bidco"), an indirect wholly -- owned subsidiary of Slate
will acquire the entire issued and to be issued share capital of
Yew Grove.
-- Under the terms of the Acquisition, Yew Grove Shareholders will be entitled to receive:
for each Yew Grove Share EUR1.017 in cash
-- The Acquisition values the entire issued and to be issued
share capital of Yew Grove at approximately EUR127.8 million, which
together with total reported borrowings at 30 June 2021 of EUR49.5
million implies an acquisition enterprise value of EUR177.4
million.
-- The Acquisition represents a premium of approximately:
o 1.7% to Yew Grove's closing share price of EUR1.00 on 15
November 2021 (being the last practicable day prior to the
publication of the Possible Offer Announcement);
o 3.7% to Yew Grove's volume weighted average share price of
approximately EUR0.98 over the 180 trading day period ending on 15
November 2021; and
o 1.4% to Yew Grove's EPRA NTA per Yew Grove Share as at 30 June
2021, based on the independent valuation of Yew Grove's Property
Portfolio by the Valuer as at 30 June 2021.
-- In addition, as announced in the Possible Offer Announcement,
Yew Grove Shareholders will be paid the Q3 Dividend by Yew Grove of
EUR0.012 per Yew Grove Share in cash, bringing the total amount to
be paid to Yew Grove Shareholders to EUR1.029 per Yew Grove Share
in cash . The Q3 Dividend will be a Property Income Distribution
and will be paid on 16 December 2021 to shareholders appearing on
the register of members of Yew Grove on 26 November 2021 with a
corresponding ex-dividend date of 25 November 2021.
-- Commenting on the Acquisition, Brady Welch, a trustee of the
board of Slate and a founding partner of Slate Asset Management,
Slate's manager, said:
"We have developed a deep understanding of the landscape in
Europe since entering the market in 2013, having underwritten over
EUR21 billion of office opportunities in the last few years alone.
These are quality properties in a rapidly-growing market with
strong real estate fundamentals, and we are very pleased to be
investing and supporting the Acquisition with our established
platform in the region."
-- Steve Hodgson, Chief Executive Officer of Slate, said:
"This is a transformational opportunity for Slate to acquire a
portfolio of modern properties underpinned by exceptional quality
tenants. The Acquisition, upon completion, will improve Slate's
portfolio metrics and the durability of our cash flows, generating
immediate accretion for unitholders. With this initial acquisition
in Ireland, we will be well positioned to pursue other attractive
growth opportunities across Europe."
-- Commenting on the Acquisition, Jonathan Laredo, Chief Executive Officer of Yew Grove, said:
"Despite the Company's success in acquiring attractive
properties and a multi-year track record of asset management which
has improved those properties and funded high quality and growing
dividends to our shareholders, the Company has found it
increasingly difficult to raise sufficient capital to meet our
aspirations, and our shareholders' expectations, for growth. To
that end we welcome an approach which provides shareholders with a
sale price at above our latest published NAV whilst allowing the
business access to growth capital."
-- It is intended that the Acquisition will be implemented by
way of a High Court sanctioned scheme of arrangement under Chapter
1 of Part 9 of the Act (or, if Bidco elects, subject to the terms
of the Transaction Agreement, compliance with the Irish Takeover
Rules and with the consent of the Irish Takeover Panel, a Takeover
Offer).
-- The Acquisition is conditional on, among other things, (i)
the approval by Yew Grove Shareholders of the Scheme Meeting
Resolution and the EGM Resolutions; and (ii) the sanction of the
Scheme and the confirmation of the Reduction of Capital necessary
to implement the Scheme by the High Court.
-- Having taken into account the relevant factors and applicable
risks, the Yew Grove Board, which has been so advised by Goodbody,
as financial adviser and Rule 3 adviser to Yew Grove as to the
financial terms of the Acquisition, considers the terms of the
Acquisition as set out in this Announcement to be fair and
reasonable. In providing its advice to the Yew Grove Board,
Goodbody has taken into account the commercial assessments of the
Yew Grove Directors. Accordingly, the Yew Grove Board unanimously
recommends that Yew Grove Shareholders vote in favour of the
Acquisition and all of the Resolutions, as they have irrevocably
committed to do in respect of their own beneficial holdings of, in
aggregate, 5,514,350 Yew Grove Shares which represent approximately
4.41% of the issued share capital of Yew Grove as of 18 November
2021 (being the latest practicable date prior to the publication of
this Announcement).
-- The Scheme Document, which will contain, amongst other
things, further information about the Acquisition, notices
convening the Scheme Meeting and the Extraordinary General Meeting,
the expected timetable for completion and action to be taken by Yew
Grove Shareholders, will be published as soon as practicable and,
in any event (save with the consent of the Irish Takeover Panel),
within 28 days of this Announcement. It is anticipated that the
Scheme will become Effective in the first quarter of 2022.
About Slate and Bidco
Slate is an owner and operator of office real estate. Slate owns
interests in and operates a portfolio of 32 strategic and
well-located real estate assets across Canada's major population
centres and includes two assets in downtown Chicago, Illinois. 61%
of Slate's portfolio is comprised of government or credit rated
tenants. Slate acquires quality assets and creates value for
unitholders by applying hands-on asset management strategies to
grow rental revenue, extend lease term and increase occupancy.
Bidco is a newly incorporated Irish company established for the
purposes of undertaking the Acquisition. Bidco is a wholly owned
indirect subsidiary of Slate.
About Yew Grove
Yew Grove is an Irish REIT with shares listed on the regulated
market of Euronext Dublin and the AIM market of the London Stock
Exchange. Yew Grove has a particular focus on well-tenanted
commercial real estate assets comprising office and industrial
properties outside Dublin's central business district. The
Company's investment objective is to provide Yew Grove Shareholders
with good quality income from a portfolio of well-tenanted
commercial real estate located in its geographic target market. For
this purpose, the Company considers "good quality income" to mean
revenue primarily received from Irish government entities and state
bodies, foreign direct investment companies and larger
corporates.
This summary should be read in conjunction with the full text of
the following Announcement and its appendices.
The Conditions to, and certain further terms of, the Acquisition
are set out in Appendix I to this Announcement and the Acquisition
is subject to further terms to be set out in the Scheme Document.
Certain terms used in this Announcement are defined in Appendix II
to this Announcement. Appendix III to this Announcement contains
certain sources of information and bases of calculation contained
in this Announcement. Appendix IV to this Announcement contains the
opinions of Yew Grove's independent valuer in respect of certain
asset valuations given in this Announcement.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("EU
MAR") and for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), and
is disclosed in accordance with the company's obligations under
Article 17 of EU MAR and Article 17 of UK MAR. The date and time of
this Announcement is the same date and time that it has been
communicated to the media.
The person responsible for arranging the release of this
Announcement on behalf of Yew Grove is Charles Peach.
Enquiries:
Goodbody, (Financial Adviser, Corporate Broker and Rule 3
Adviser to Yew Grove)
Finbarr Griffin / David Kearney / John Flynn Tel: +353 1 667
0420
Liberum Capital Limited, (Corporate Broker and Nomad to Yew
Grove)
Richard Crawley / Jamie Richards Tel: +44 20 3100 2000
Yew Grove Press enquiries
Jonathan Laredo / Charles Peach Tel: +353 1 485 3950
IBI Corporate Finance (Financial Adviser to Slate) Tel: +353 1
963 1200
Tom Godfrey / Laurence O'Shaughnessy
Slate Press enquiries
Karolina Kmiecik Tel: +1 312 847 1486
Statements required by the Irish Takeover Rules
The Slate Directors and the Bidco Directors accept
responsibility for the information contained in this Announcement
other than that relating to Yew Grove, the Yew Grove Group and the
Yew Grove Directors and members of their immediate families,
related trusts and persons connected with them. To the best of the
knowledge and belief of the Slate Directors and the Bidco Directors
(who, in each case, have taken all reasonable care to ensure that
this is the case) the information contained in this Announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
The Yew Grove Directors accept responsibility for the
information contained in this Announcement relating to Yew Grove,
the Yew Grove Group and the Yew Grove Directors and members of
their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the Yew Grove
Directors (who, in each case, have taken all reasonable care to
ensure such is the case), the information contained in this
Announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
IBI Corporate Finance Limited (trading as "IBI Corporate
Finance") is acting exclusively as financial adviser to Slate 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
Slate and Bidco for providing the protections afforded to its
clients, or for providing advice in relation to the matters set out
in this Announcement. Neither IBI Corporate Finance 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 IBI Corporate Finance in connection with this Announcement or
any matter referred to herein.
Goodbody, which in Ireland is regulated by the Central Bank of
Ireland and in the UK is authorised and subject to limited
regulation by the Financial Conduct Authority, is acting
exclusively for Yew Grove and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than Yew Grove for providing the
protections afforded to clients of Goodbody, or for providing
advice in connection with the matters referred to in this
Announcement. Neither Goodbody nor any of its subsidiaries or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Goodbody in connection with this Announcement or any matter
referred to herein.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Yew Grove and no one else in connection
with the matters described in this Announcement. Liberum will not
regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the matters described in
this Announcement and will not be responsible to anyone other than
Yew Grove for providing the protections afforded to its clients or
for providing any advice in relation to matters or arrangements
referred to herein. Apart from the responsibilities and
liabilities, if any, which may be imposed on Liberum by the
Financial Services and Markets Act 2000 or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where the exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, Liberum
does not accept any responsibility whatsoever for, and makes no
representation or warranty, express or implied, as to the contents
of this Announcement or for any other statement made or purported
to be made by it, or on its behalf, in connection with Yew Grove
and nothing in this Announcement will be relied upon as a promise
or representation in this respect, whether or not to the past or
future. Liberum accordingly, to the fullest extent permitted by
law, disclaims all and any responsibility or liability, whether
arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of this Announcement or
any such statement.
William Fry LLP is acting as legal adviser to Yew Grove and no
one else and DLA Piper Ireland LLP is acting as legal adviser to
Slate and Bidco and no one else.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of any offer
or invitation, or the solicitation of an offer, to purchase or
otherwise acquire, subscribe for, sell or otherwise dispose of any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document (or, if
applicable, the Takeover Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect
of, or other response to, the Acquisition, should be made only on
the basis of the information contained in the Scheme Document (or,
if applicable, the Takeover Offer Document).
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purpose of complying
with the laws of Ireland and the Irish Takeover Rules 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 of Ireland.
Cautionary Statement Regarding Forward-Looking Statements
This Announcement contains certain forward-looking statements
with respect to Slate, Bidco and Yew Grove. These forward-looking
statements 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", "target", "expect",
"estimate", "intend", "plan", "believe", "will", "may", "would",
"could" or "should" or other words of similar meaning or the
negative thereof. Forward-looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, financial conditions,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the
operations of the Slate Group or the Yew Grove Group; and (iii) the
effects of government regulation on the business of the Slate Group
or the Yew Grove Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Slate, Bidco or Yew
Grove or any persons acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. Neither Slate,
Bidco nor Yew Grove undertake any obligation to update publicly or
revise forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events
or otherwise, except to the extent legally required.
Disclosure requirements of the Irish Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, 'interested' (directly or indirectly)
in, 1% or more of any class of 'relevant securities' of Yew Grove,
all 'dealings' in any 'relevant securities' of Yew Grove (including
by means of an option in respect of, or a derivative referenced to,
any such 'relevant securities') must be publicly disclosed by not
later than 3.30 pm (Irish time) on the 'business day' in Dublin
following the date of the relevant transaction. This requirement
will continue until the date on which the 'offer period' ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
'interest' in 'relevant securities' of Yew Grove, they will be
deemed to be a single person for the purpose of Rule 8.3 of the
Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all 'dealings' in 'relevant securities' of Yew Grove by Slate or
Bidco, or by any party Acting in Concert with Slate or Bidco, must
also be disclosed by no later than 12:00 noon (Irish time) on the
business day in Dublin following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020.
No profit forecast or merger benefit statement
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share, for Slate, Bidco or Yew Grove, respectively for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Slate, Bidco or Yew Grove, respectively. No statement in this
Announcement constitutes an estimate of the anticipated financial
effects of the Acquisition.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, subject to the terms of the
Transaction Agreement, compliance with the Irish Takeover Rules and
with the consent of the Irish Takeover Panel, to implement the
Acquisition by way of a Takeover Offer for the entire issued and to
be issued share capital of Yew Grove as an alternative to the
Scheme. In such an event, the Takeover Offer will be implemented on
the same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme and subject to
the amendments referred to in Appendix I to this Announcement and
in the Transaction Agreement.
Publication on website
Pursuant to Rules 2.6(c) and 19.9 of the Irish Takeover Rules,
this Announcement will be made available (including to Slate's
employees) on Slate's website
(https://www.slateofficereit.com/regulatory-filings) and on Yew
Grove's website (www.ygreit.com) by no later than 12:00 noon on the
Business Day following this Announcement.
Neither the content of any such website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this Announcement.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Valuations
Yew Grove's Property Portfolio as at 30 June 2021 was
independently valued (within the meaning of Rule 29.1(a) of the
Irish Takeover Rules) at approximately EUR168.1 million. The
valuation reports of the Valuer required in accordance with Rule 29
of the Irish Takeover Rules in connection with this valuation are
included in Appendix IV. The Valuer has:
-- given and not withdrawn its written consent to the inclusion
of its name and of its property valuation report in this
Announcement in the form and context in which they appear; and
-- confirmed that an updated valuation as at the date of this
Announcement would not be materially different to the valuation as
at 30 June 2021 contained within its property valuation report.
In accordance with Rule 29.3 of the Irish Takeover Rules, the
Company is required to show the Yew Grove Directors' estimate of
the potential tax liability both if the Properties were to be sold
at the values stated, and if the Company's development at Block C
(Extension), IDA Business & Technology Park, Athlone, Co.
Westmeath was completed and let. The Yew Grove Directors estimate
that the potential tax liability that would arise on the first
scenario would be nil , and in the second scenario would be
approximately EUR184,798 . If the Properties were sold by Yew Grove
at the date of this Announcement, the Yew Grove Directors consider
it likely that this liability would arise, however, the Yew Grove
Directors have no current intention to sell the Properties. For the
avoidance of doubt, the proposed Acquisition of Yew Grove by way of
the Scheme will not constitute a sale of the individual Properties
but rather will constitute the acquisition of the entire issued and
to be issued share capital of Yew Grove by Bidco.
General
The laws of certain jurisdictions may affect the availability of
the Acquisition to persons who are not resident in Ireland or the
United Kingdom. Persons who are not resident in Ireland or the
United Kingdom, or who are subject to laws of any jurisdiction
other than Ireland or the United Kingdom, should inform themselves
about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with any applicable legal or
regulatory requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made available, directly or
indirectly, in any Restricted Jurisdiction, and the Acquisition
will not be capable of acceptance from within a Restricted
Jurisdiction.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other documents relating to the Acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Slate and Yew Grove disclaim any
responsibility or liability for the violations of any such
restrictions by any person.
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 OR REGULATIONS OF THAT
JURISDICTION
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.5 OF THE
IRISH TAKEOVER RULES
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
19 November 2021
RECOMMED CASH OFFER
FOR
YEW GROVE REIT PLC
BY
SLATE OFFICE IRELAND INVESTMENT LIMITED
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF SLATE OFFICE REIT
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER
CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
1. Introduction
Further to the Possible Offer Announcement made by Slate and Yew
Grove on 15 November 2021, the respective boards of Slate and Yew
Grove are pleased to announce that they have reached agreement on
the terms of a cash offer which has been unanimously recommended by
the Yew Grove Board, pursuant to which Bidco, an indirect
wholly-owned subsidiary of Slate, will acquire the entire issued
and to be issued share capital of Yew Grove, which will be
implemented by way of a scheme of arrangement under Chapter 1 of
Part 9 of the Act.
2. Summary Terms of the Acquisition
The Acquisition is subject to the Conditions set out in Appendix
I to this Announcement and to be set out in the Scheme
Document.
Under the terms of the Acquisition, Yew Grove Shareholders will
be entitled to receive:
for each Yew Grove Share EUR1.017 in cash
The Acquisition values the entire issued and to be issued share
capital of Yew Grove at approximately EUR127.8 million, which
together with total reported borrowings at 30 June 2021 of EUR49.5
million implies an acquisition enterprise value of EUR177.4
million.
The Acquisition represents a premium of approximately:
o 1.7% to Yew Grove's closing share price of EUR1.00 on 15
November 2021 (being the last practicable day prior to the
publication of the Possible Offer Announcement);
o 3.7% to Yew Grove's volume weighted average share price of
approximately EUR0.98 over the 180 trading day period ending on 15
November 2021; and
o 1.4% to Yew Grove's EPRA NTA per Yew Grove Share as at 30 June
2021, based on the independent valuation of Yew Grove's Property
Portfolio by the Valuer as at 30 June 2021.
In addition, as announced in the Possible Offer Announcement,
Yew Grove Shareholders will be paid the Q3 Dividend by Yew Grove of
EUR0.012 per Yew Grove Share in cash, bringing the total amount to
be paid to Yew Grove Shareholders to EUR1.029 per Yew Grove Share
in cash . The Q3 Dividend will be a Property Income Distribution
and will be paid on 16 December 2021 to shareholders appearing on
the register of members of Yew Grove on 26 November 2021 with a
corresponding ex-dividend date of 25 November 2021.
Under the terms of the Scheme proposed to implement the
Acquisition, in consideration of the payment of the Consideration
by Bidco to the Yew Grove Scheme Shareholders, the Yew Grove Shares
will be cancelled and Yew Grove will issue new Yew Grove Shares to
Bidco. As a result of these arrangements, Yew Grove will become a
wholly-owned subsidiary of Bidco.
The sources and bases of information contained in this
Announcement to calculate the implied value of the Acquisition are
set out in Appendix III.
3. Yew Grove Background to and Reasons for Recommending the Acquisition
Since its IPO in 2018, Yew Grove has successfully grown its
portfolio of commercial property from EUR25.9 million at the time
of its IPO, to EUR168.1 million as at 30 June 2021. This growth has
been achieved through a combination of acquisitions and value
enhancing asset management, offset by disposals of certain non-core
assets. Over the same period, the Company has returned c. EUR15.1
million in dividends to shareholders.
The quality of the Company's investment portfolio is evidenced
by its track record of strong rent collection, which exceeded 99%
in H1 2021, despite the ongoing COVID-19 pandemic. Accordingly, the
Yew Grove Directors believe that the Company remains
well-positioned to continue to operate as an independent
business.
The Company continues to find attractive investment
opportunities in the Irish market as illustrated by its
acquisitions of Tanola House, Dundalk and Citywest Blocks E&F
in H1 2021 in addition to a robust pipeline as at 30 June 2021,
with discussions of future forward-funding projects of over EUR30
million and near-term secondary market opportunities of around
EUR100 million in both industrial and office assets.
In recommending the Acquisition, the Yew Grove Board has taken
into account a number of factors, including the following:
-- at the time of its IPO in 2018, Yew Grove targeted building a
property portfolio worth between EUR300 and EUR500 million over the
following three years;
-- the Directors are conscious of the challenges of raising
capital at the scale and timeframe required to fully exploit Yew
Grove's attractive investment pipeline;
-- the Acquisition allows Yew Grove Shareholders to realise
their full investment in Yew Grove for cash in the near term at an
attractive valuation; and
-- the Acquisition implies a 1.7% premium to Yew Grove's closing
share price of EUR1.00 on 15 November 2021 (being the last
practicable day prior to the publication of the Possible Offer
Announcement, a 3.7% premium to Yew Grove's volume weighted average
share price of approximately EUR0.98 over the 180 trading day
period ending on 15 November 2021 and a 1.4% premium to Yew Grove's
EPRA NTA per Yew Grove Share as at 30 June 2021, based on the
independent valuation of Yew Grove's Property Portfolio by the
Valuer as at 30 June 2021.
4. Recommendation of Yew Grove Board
Having taken into account the relevant factors and applicable
risks, the Yew Grove Board, which has been so advised by Goodbody,
as financial adviser and Rule 3 adviser to Yew Grove as to the
financial terms of the Acquisition, considers the terms of the
Acquisition as set out in this Announcement to be fair and
reasonable. In providing its advice to the Yew Grove Board,
Goodbody has taken into account the commercial assessments of the
Yew Grove Directors. Accordingly, the Yew Grove Board unanimously
recommends that Yew Grove Shareholders vote in favour of the
Acquisition and all of the Resolutions, as they have irrevocably
committed to do in respect of their own beneficial holdings of, in
aggregate, 5,514,350 Yew Grove Shares which represent approximately
4.41% of the issued share capital of Yew Grove as of 18 November
2021 (being the latest practicable date prior to the publication of
this Announcement).
5. Slate Background to and Rationale for the Acquisition
Slate Asset Management, Slate's manager, has underwritten over
EUR21 billion of office opportunities across Europe in recent years
and identified Ireland as a compelling new growth market that
complements and significantly expands Slate's existing platform.
Ireland's pro-business environment, leading GDP growth, strong
foreign direct investment and growing, highly educated workforce
make it an attractive entry point for Slate into the office sector
in Europe. Slate is impressed with the quality of assets, the rent
roll and the work that Yew Grove has done to grow the value of the
portfolio.
With this acquisition, Slate believes it will be well positioned
for future growth in Europe. Upon completion of the acquisition,
Slate Asset Management has agreed to onboard the existing Yew Grove
portfolio team to ensure continuity. The team has a strong track
record of growth in Ireland and in-depth local market knowledge and
relationships, which would position Slate to capitalize on a
significant pipeline.
6. Irrevocable Commitments
Bidco has received irrevocable undertakings from each of the Yew
Grove Directors to vote in favour of the Scheme at the Scheme
Meeting and each of the EGM Resolutions to be proposed at the
Extraordinary General Meeting in respect of their own beneficial
holdings of, in aggregate, 5,514,350 Yew Grove Shares which
represent approximately 4.41% of the issued share capital of Yew
Grove as of 18 November 2021 (being the latest practicable date
prior to the publication of this Announcement).
The irrevocable undertakings received from each of the Yew Grove
Directors will cease to have effect on the earliest of the
following: (i) the date on which the Scheme becomes Effective; (ii)
if the Scheme Document (or Takeover Offer Document, if applicable)
is not posted to Yew Grove Shareholders within 28 days of the date
of release of this Announcement (or within such longer period as
the Irish Takeover Panel may agree), the 29(th) day after the date
of this Announcement (or the day after the end of any longer period
as aforesaid); (iii) the date that Bidco announces that it does not
intend to make or proceed with the Acquisition ; (iv) the date on
which the Transaction Agreement is terminated; and (v) the date on
which the Acquisition lapses or is withdrawn, provided that the
Acquisition shall not be deemed to have been withdrawn or lapsed
only as a result of Bidco exercising its right to implement the
Acquisition by way of a Takeover Offer rather than by way of a
Scheme or vice versa.
7. Information on Slate and Bidco
About Slate and Bidco
Slate is an owner and operator of office real estate. Slate owns
interests in and operates a portfolio of 32 strategic and
well-located real estate assets across Canada's major population
centres and includes two assets in downtown Chicago, Illinois. 61%
of Slate's portfolio is comprised of government or credit rated
tenants. Slate acquires quality assets and creates value for
unitholders by applying hands-on asset management strategies to
grow rental revenue, extend lease term and increase occupancy.
Bidco is a newly incorporated Irish company established for the
purposes of undertaking the Acquisition. Bidco is a wholly-owned
indirect subsidiary of the Slate.
8. Information on Yew Grove REIT plc
Yew Grove is an Irish REIT with shares listed on the regulated
market of Euronext Dublin and the AIM market of the London Stock
Exchange. Yew Grove has a particular focus on well-tenanted
commercial real estate assets comprising office and industrial
properties outside Dublin's central business district. The
Company's investment objective is to provide Yew Grove Shareholders
with good quality income from a portfolio of well-tenanted
commercial real estate located in its geographic target market. For
this purpose, the Company considers "good quality income" to mean
revenue primarily received from Irish government entities and state
bodies, foreign direct investment companies and larger
corporates.
9. Structure of the Acquisition
Scheme
It is intended that the Acquisition will be effected by a High
Court sanctioned scheme of arrangement between Yew Grove and the
Yew Grove Scheme Shareholders in accordance with Chapter 1 of Part
9 of the Act. Under the Scheme, all Yew Grove Shares held by Yew
Grove Shareholders will be cancelled pursuant to Article 57 of Yew
Grove REIT's Articles of Association and Sections 84 to 86 of the
Act in accordance with the terms of the Scheme. Yew Grove will then
issue new Yew Grove Shares to Bidco in place of the Yew Grove
Shares that were cancelled pursuant to the Scheme and the Reduction
of Capital and Bidco will pay the Consideration for the Acquisition
to the Yew Grove Shareholders.
As a result of these arrangements, Yew Grove will become a
wholly-owned subsidiary of Bidco.
To become effective, the Scheme requires, amongst other things,
(i) the approval at the Scheme Meeting (or any adjournment of such
meeting) of the Scheme by a majority of Yew Grove Shareholders
representing at least three -- fourths (75%) in value of the Yew
Grove Shares, voted at such meeting, either in person or by proxy
or in any other manner permitted by the High Court or by law to the
extent required under Section 449(1) of the Act, and provided that
the quorum for such Scheme Meeting (or at any adjournment of such
meeting) shall be at least two persons holding or representing by
proxy at least one-third in nominal value of the Yew Grove Shares
and (ii) the approval by the requisite majority of Yew Grove
Shareholders of resolutions relating to the implementation of the
Scheme at the Extraordinary General Meeting to be held directly
after the Scheme Meeting (or any adjournment thereof).
Application to the High Court to sanction the Scheme
Once the approvals of the Yew Grove Shareholders have been
obtained at the Scheme Meeting and the Extraordinary General
Meeting, and the other Conditions have been satisfied or (where
applicable) waived, an application will be made to the High Court
to sanction the Scheme under the Act.
Subject to the sanction of the High Court, the Scheme will
become Effective in accordance with its terms upon delivery to the
Registrar of Companies of a copy of the Court Order together with
the minute required by Section 86 of the Act confirming the
Reduction of Capital necessary to implement the Scheme and
registration of the Court Order and the minute by the Registrar of
Companies . Upon the Scheme becoming Effective, it will be binding
on all Yew Grove Shareholders, irrespective of whether or not they
attended or voted at the Scheme Meeting or Extraordinary General
Meeting, or whether they voted in favour of or against the Scheme
Meeting Resolution or the EGM Resolutions.
Full details of the Scheme to be set out in the Scheme
Document
The Scheme will be governed by the laws of Ireland. The Scheme
will be subject to the applicable requirements of the Irish
Takeover Rules and, where relevant, the applicable rules and
regulations of the Act.
The Scheme is subject to the satisfaction (or, where applicable,
waiver) of the Conditions and the full terms and conditions to be
set out in the Scheme Document. Further details of the Scheme,
including the notices of the Scheme Meeting and separate
Extraordinary General Meeting required to approve the Resolutions,
expected timetable and the action to be taken by Yew Grove
Shareholders, will be set out in the Scheme Document.
Conditions to the Acquisition
The Acquisition shall be subject to the Conditions and further
terms set out in full in Appendix I to this Announcement and to be
set out in the Scheme Document.
Scheme timetable and further information
The Scheme Document, which will contain the expected timetable
for completion of the Acquisition and action to be taken by Yew
Grove Shareholders, will be published as soon as practicable and,
in any event (save with the consent of the Irish Takeover Panel),
within 28 days of this Announcement.
At this stage, subject to the approval and availability of the
High Court (which is subject to change), Yew Grove and Slate expect
the implementation of the Acquisition to occur in the first quarter
of 2022.
10. Effect of the Scheme on the Yew Grove Share Plan
In accordance with Rule 15 of the Irish Takeover Rules, Bidco
will make appropriate proposals to participants in the Yew Grove
Share Plan in relation to options to subscribe for Yew Grove
Shares. Participants will be contacted separately, at or soon after
the time of publication of the Scheme Document, regarding the
effect of the Acquisition on options granted under the Yew Grove
Share Plan and the relevant details will be summarised in the
Scheme Document.
11. Financing of the Acquisition
The Consideration payable under the terms of the Acquisition
will be funded through (i) a fully underwritten issuance of
subscription receipts and extendible convertible unsecured
subordinated debentures by Slate; (ii) a private placement of units
of Slate; (iii) a new facility provided to Bidco by Allied Irish
Banks, plc, further details of which will be set out in the Scheme
Document; and (iv) Slate's existing balance sheet liquidity.
IBI Corporate Finance, as financial adviser to Slate, is
satisfied that sufficient resources are available to Bidco to
satisfy in full the Consideration payable to the Yew Grove
Shareholders under the terms of the Acquisition.
12. Management and Employees
The Yew Grove Directors will resign from the office of director
of Yew Grove (but not, for the avoidance of doubt, from any
executive positions held in Yew Grove) on or immediately after the
Effective Date.
Bidco and Slate confirm that, where employees of Yew Grove have
existing employment rights, including certain pension rights, under
applicable laws, those rights and agreements will be safeguarded
following the Scheme becoming Effective. Further details in this
regard will be included in the Scheme Document.
Bidco and Slate look forward to working with Yew Grove's
employees, customers and other stakeholders following the
completion of the Acquisition.
13. Transaction Agreement
Slate, Bidco and Yew Grove entered into a Transaction Agreement
dated 15 November 2021 which contains certain assurances in
relation to the implementation of the Scheme and other matters
related to the Acquisition. A summary of the principal terms of the
Transaction Agreement will be set out in the Scheme Document.
The Transaction Agreement provides that where the Yew Grove
Board determines that a Yew Grove Superior Proposal has been
received, Yew Grove shall provide Bidco with an opportunity, for a
period of five Business Days from the time of delivery to Bidco of
notice in writing from Yew Grove advising that the Yew Grove Board
has determined that a Yew Grove Superior Proposal has been received
together with details of the material terms of such Yew Grove
Superior Proposal, to increase or modify the Consideration and such
other terms and conditions such that the Yew Grove Superior
Proposal would no longer constitute a Yew Grove Superior
Proposal.
14. Expenses Reimbursement Agreement
Yew Grove entered into an Expenses Reimbursement Agreement dated
15 November 2021 with Slate and Bidco, the entry into of which has
been approved by the Irish Takeover Panel. Under the Expenses
Reimbursement Agreement, Yew Grove has agreed to pay to Bidco in
certain circumstances set out below an amount equal to all
documented, specific and quantifiable third party costs and
expenses incurred by Bidco, or any member of the Slate Group, or on
its or their behalf, for the purposes of, in preparation for, or in
connection with the Acquisition, including legal, accounting,
property, financial and commercial due diligence, arranging
financing and engaging advisers to assist in the process, provided
that the gross amount payable by Yew Grove to Bidco shall not, in
any event, exceed such sum as is equal to 1 per cent. of the total
value of the issued and to be issued share capital of Yew Grove
that is the subject of the Acquisition (excluding, for the
avoidance of doubt, any interest in such share capital held by
Slate or any persons Acting in Concert with Slate) as ascribed by
the terms of the Acquisition as set out in this Announcement.
The Irish Takeover Panel has consented to the entry by Yew Grove
into the Expenses Reimbursement Agreement. Each of the Yew Grove
Board and Goodbody as financial adviser and Rule 3 adviser to Yew
Grove, has confirmed in writing to the Irish Takeover Panel that
for the purposes of the Note to Rule 21.2 of the Irish Takeover
Rules, they consider the terms of the Expenses Reimbursement
Agreement to be in the best interests of Yew Grove
Shareholders.
The circumstances in which such payment will be made are if:
(a) the Transaction Agreement is terminated:
(i) by Bidco for the reason that the Yew Grove Board or any committee thereof:
(A) withdraws (or modifies in any manner adverse to Bidco), or
fails to make when required pursuant to the Transaction Agreement,
or proposes publicly to withdraw (or modify in any manner adverse
to Bidco), the Scheme Recommendation or, if applicable, the
recommendation to the holders of Yew Grove Shares from the Yew
Grove Board to accept the Takeover Offer; or
(B) approves, recommends or declares advisable or proposes
publicly to approve, recommend or declare advisable, any Yew Grove
Alternative Proposal (it being understood, for the avoidance of
doubt, that the provision by Yew Grove to Bidco of notice or
information in connection with a Yew Grove Alternative Proposal or
Yew Grove Superior Proposal as required or expressly permitted by
the Transaction Agreement shall not, in each case, in and of
itself, satisfy this paragraph (B)); or
(C) otherwise takes any action or discloses a position that
constitutes a "Yew Grove Change of Recommendation" under clause
5.2(e) of the Transaction Agreement; or
(ii) by Yew Grove, at any time prior to obtaining the Yew Grove
Shareholder Approval, in order to enter into any agreement,
understanding or arrangement providing for a Yew Grove Superior
Proposal; or
(b) all of the following occur:
(i) prior to the Scheme Meeting, a Yew Grove Alternative
Proposal is formally publicly disclosed by Yew Grove or any person
shall have formally publicly announced an intention (whether or not
conditional) to make a Yew Grove Alternative Proposal and, in each
case, such disclosure or announcement is not publicly withdrawn
without qualification at least three (3) Business Days before the
date of the Scheme Meeting; and
(ii) the Transaction Agreement is terminated by Bidco for the
reason that Yew Grove shall have breached or failed to perform in
any material respect any of its representations, warranties,
covenants or other agreements contained in the Transaction
Agreement, which material breach or failure to perform:
(A) would result in a failure of any of the Conditions; and
(B) if curable, is not cured within thirty (30) days following
Bidco's delivery of written notice to Yew Grove of such breach or
failure to perform (which notice shall state Bidco's intention to
terminate the Transaction Agreement pursuant to clause 10.1(g) of
the Transaction Agreement and the basis for such termination);
and
(iii) a Yew Grove Alternative Proposal is consummated, or a
definitive agreement providing for a Yew Grove Alternative Proposal
is entered into, in each case with the person referred to in
paragraph (b)(i) and within twelve (12) months after such
termination and such Yew Grove Alternative Proposal is consummated
pursuant to that definitive agreement; or
(c) all of the following occur:
(i) prior to the Scheme Meeting, a Yew Grove Alternative
Proposal is formally publicly disclosed by Yew Grove or any person
shall have formally publicly announced an intention (whether or not
conditional) to make a Yew Grove Alternative Proposal and, in each
case, such disclosure or announcement is not publicly withdrawn
without qualification at least three (3) Business Days before the
date of the Scheme Meeting; and
(ii) the Transaction Agreement is terminated by either Yew Grove
or Bidco for the reason that the Scheme Meeting or the EGM shall
have been completed and the Scheme Meeting Resolution or the EGM
Resolutions, as applicable, shall not have been approved by the
requisite majority of votes; and
(iii) the Yew Grove Alternative Proposal referred to in
paragraph (c)(i) is consummated, or a definitive agreement
providing for a Yew Grove Alternative Proposal is entered into, in
each case with the person referred to in paragraph(c)(i) within
twelve (12) months after such termination and such Yew Grove
Alternative Proposal is consummated pursuant to that definitive
agreement.
15. Valuations
Yew Grove's Property Portfolio as at 30 June 2021 was
independently valued (within the meaning of Rule 29.1(a) of the
Irish Takeover Rules) at approximately EUR168.1 million. The
valuation reports of the Valuer required in accordance with Rule 29
of the Irish Takeover Rules in connection with this valuation are
included in Appendix IV. The Valuer has:
-- given and not withdrawn its written consent to the inclusion
of its name and of its property valuation report in this
Announcement in the form and context in which they appear; and
-- confirmed that an updated valuation as at the date of this
Announcement would not be materially different to the valuation as
at 30 June 2021 contained within its property valuation report.
In accordance with Rule 29.3 of the Irish Takeover Rules, the
Company is required to show the Yew Grove Directors' estimate of
the potential tax liability both if the Properties were to be sold
at the values stated, and if the Company's development at Block C
(Extension), IDA Business & Technology Park, Athlone, Co.
Westmeath was completed and let. The Yew Grove Directors estimate
that the potential tax liability that would arise on the first
scenario would be nil , and in the second scenario would be
approximately EUR184,798 . If the Properties were sold by Yew Grove
at the date of this Announcement, the Yew Grove Directors consider
it likely that this liability would arise, however, the Yew Grove
Directors have no current intention to sell the Properties. For the
avoidance of doubt, the proposed Acquisition of Yew Grove by way of
the Scheme will not constitute a sale of the individual Properties
but rather will constitute the acquisition of the entire issued and
to be issued share capital of Yew Grove by Bidco.
16. Delisting and Cancellation of Trading of Yew Grove Shares
An application will be made to Euronext Dublin and the London
Stock Exchange prior to the Effective Date to cancel the admission
of the Yew Grove Shares to trading on the regulated market of
Euronext Dublin and the AIM market of the London Stock Exchange,
respectively, with effect from shortly after the Effective Date,
subject to and following the Scheme becoming Effective.
Dealing in Yew Grove Shares on the regulated market of Euronext
Dublin and the AIM market of the London Stock Exchange may be
suspended prior to the Effective Time.
An appropriate announcement in this regard will be made in due
course.
As soon as reasonably practicable after the Effective Date, it
is intended that Yew Grove will be re-registered as a private
company limited by shares.
17. Interests and Short Positions in Yew Grove
As at the close of business on 18 November 2021 (being the last
practicable date prior to the release of this Announcement), none
of Slate, Bidco or, so far as Slate or Bidco are aware, any person
Acting in Concert with Slate or Bidco:
a) had an interest in relevant securities of Yew Grove;
b) had any short position in relevant securities of Yew Grove;
c) had received an irrevocable commitment or letter of intent to
accept the terms of the Acquisition in respect of relevant
securities of Yew Grove other than as described in this
Announcement; or
d) had borrowed or lent any Yew Grove Shares.
Furthermore, no arrangement to which Rule 8.7 of the Irish
Takeover Rules applies exists between Slate, Bidco or Yew Grove or
a person Acting in Concert with Slate, Bidco or Yew Grove in
relation to Yew Grove Shares. For these purposes, an "arrangement
to which Rule 8.7 of the Irish Takeover Rules applies" includes any
indemnity or option arrangement, and any agreement or
understanding, formal or informal, of whatever nature, between two
or more persons relating to relevant securities which is or may be
an inducement to one or more of such persons to deal or refrain
from dealing in such securities.
In the interests of confidentiality, Slate and Bidco have made
only limited enquiries in respect of certain parties who may be
deemed by the Irish Takeover Panel to be Acting in Concert with it
for the purposes of the Acquisition. Further enquiries will be made
to the extent necessary as soon as practicable following the date
of this Announcement and any disclosure in respect of such parties
will be included in the Scheme Document.
18. General
The Acquisition and the Scheme will be made subject to the
Conditions and the further terms to be set out in the Scheme
Document. The Scheme Document will include full details of the
Acquisition and will be accompanied by the appropriate notices of
the Scheme Meeting and separate Extraordinary General Meeting
required to approve the Resolutions and forms of proxy.
IBI Corporate Finance, Goodbody and Liberum have each given and
not withdrawn their consent to the publication of this Announcement
with the inclusion herein of the references to their names in the
form and context in which they appear.
The Scheme Document, notices and forms of proxy will be
despatched to Yew Grove Shareholders as soon as practicable and, in
any event, (save with the consent of the Irish Takeover Panel)
within 28 days of this Announcement. The Scheme Document will
include full details of the Acquisition, together with the expected
timetable, and will specify the necessary action to be taken by Yew
Grove Shareholders in order to vote in favour of the Scheme (at the
Scheme Meeting) and the EGM Resolutions (at the Extraordinary
General Meeting).
The Acquisition will be governed by the laws of Ireland and will
be subject to the requirements of the Irish Takeover Rules and
applicable Law. This Announcement is being made pursuant to Rule
2.5 of the Irish Takeover Rules.
Appendix I to this Announcement contains the Conditions and
certain further terms of the Acquisition and the Scheme. Appendix
II to this Announcement contains definitions of certain expressions
used in this Announcement. Appendix III to this Announcement
contains further details of the sources of information and bases of
calculations set out in this Announcement. Appendix IV to this
Announcement contains the opinions of Yew Grove's independent
valuer in respect of certain asset valuations included in this
Announcement.
Enquiries:
Goodbody, (Financial Adviser, Corporate Broker and Rule 3
Adviser to Yew Grove)
Finbarr Griffin / David Kearney / John Flynn Tel: +353 1 667
0420
Liberum Capital Limited, (Corporate Broker and Nomad to Yew
Grove)
Richard Crawley / Jamie Richards Tel: +44 20 3100 2000
Yew Grove Press enquiries
Jonathan Laredo / Charles Peach Tel: +353 1 485 3950
IBI Corporate Finance (Financial Adviser to Slate) Tel: +353 1
963 1200
Tom Godfrey / Laurence O'Shaughnessy
Slate Press enquiries
Karolina Kmiecik Tel: +1 312 847 1486
Statements required by the Irish Takeover Rules
The Slate Directors and the Bidco Directors accept
responsibility for the information contained in this Announcement
other than that relating to Yew Grove, the Yew Grove Group and the
Yew Grove Directors and members of their immediate families,
related trusts and persons connected with them. To the best of the
knowledge and belief of the Slate Directors and the Bidco Directors
(who, in each case, have taken all reasonable care to ensure that
this is the case) the information contained in this Announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
The Yew Grove Directors accept responsibility for the
information contained in this Announcement relating to Yew Grove,
the Yew Grove Group and the Yew Grove Directors and members of
their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the Yew Grove
Directors (who, in each case, have taken all reasonable care to
ensure such is the case), the information contained in this
Announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
IBI Corporate Finance Limited (trading as "IBI Corporate
Finance") is acting exclusively as financial adviser to Slate 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
Slate and Bidco for providing the protections afforded to its
clients, or for providing advice in relation to the matters set out
in this Announcement. Neither IBI Corporate Finance 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 IBI Corporate Finance in connection with this Announcement or
any matter referred to herein.
Goodbody, which in Ireland is regulated by the Central Bank of
Ireland and in the UK is authorised and subject to limited
regulation by the Financial Conduct Authority, is acting
exclusively for Yew Grove and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than Yew Grove for providing the
protections afforded to clients of Goodbody, or for providing
advice in connection with the matters referred to in this
Announcement. Neither Goodbody nor any of its subsidiaries or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Goodbody in connection with this Announcement or any matter
referred to herein.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Yew Grove and no one else in connection
with the matters described in this Announcement. Liberum will not
regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the matters described in
this Announcement and will not be responsible to anyone other than
Yew Grove for providing the protections afforded to its clients or
for providing any advice in relation to matters or arrangements
referred to herein. Apart from the responsibilities and
liabilities, if any, which may be imposed on Liberum by the
Financial Services and Markets Act 2000 or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where the exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, Liberum
does not accept any responsibility whatsoever for, and makes no
representation or warranty, express or implied, as to the contents
of this Announcement or for any other statement made or purported
to be made by it, or on its behalf, in connection with Yew Grove
and nothing in this Announcement will be relied upon as a promise
or representation in this respect, whether or not to the past or
future. Liberum accordingly, to the fullest extent permitted by
law, disclaims all and any responsibility or liability, whether
arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of this Announcement or
any such statement.
William Fry LLP is acting as legal adviser to Yew Grove and no
one else and DLA Piper Ireland LLP is acting as legal adviser to
Slate and Bidco and no one else.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of any offer
or invitation, or the solicitation of an offer, to purchase or
otherwise acquire, subscribe for, sell or otherwise dispose of any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document (or, if
applicable, the Takeover Offer Document), which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect
of, or other response to, the Acquisition, should be made only on
the basis of the information contained in the Scheme Document (or,
if applicable, the Takeover Offer Document).
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
This Announcement has been prepared for the purpose of complying
with the laws of Ireland and the Irish Takeover Rules 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 of Ireland.
Cautionary Statement Regarding Forward-Looking Statements
This Announcement contains certain forward-looking statements
with respect to Slate, Bidco and Yew Grove. These forward-looking
statements 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", "target", "expect",
"estimate", "intend", "plan", "believe", "will", "may", "would",
"could" or "should" or other words of similar meaning or the
negative thereof. Forward-looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, financial conditions,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the
operations of the Slate Group or the Yew Grove Group; and (iii) the
effects of government regulation on the business of the Slate Group
or the Yew Grove Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Slate, Bidco or Yew
Grove or any persons acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. Neither Slate,
Bidco nor Yew Grove undertake any obligation to update publicly or
revise forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events
or otherwise, except to the extent legally required.
Disclosure requirements of the Irish Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, 'interested' (directly or indirectly)
in, 1% or more of any class of 'relevant securities' of Yew Grove,
all 'dealings' in any 'relevant securities' of Yew Grove (including
by means of an option in respect of, or a derivative referenced to,
any such 'relevant securities') must be publicly disclosed by not
later than 3.30 pm (Irish time) on the 'business day' in Dublin
following the date of the relevant transaction. This requirement
will continue until the date on which the 'offer period' ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
'interest' in 'relevant securities' of Yew Grove, they will be
deemed to be a single person for the purpose of Rule 8.3 of the
Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all 'dealings' in 'relevant securities' of Yew Grove by Slate or
Bidco, or by any party Acting in Concert with Slate or Bidco, must
also be disclosed by no later than 12:00 noon (Irish time) on the
business day in Dublin following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020.
No profit forecast or merger benefit statement
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share, for Slate, Bidco or Yew Grove, respectively for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Slate, Bidco or Yew Grove, respectively. No statement in this
Announcement constitutes an estimate of the anticipated financial
effects of the Acquisition.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, subject to the terms of the
Transaction Agreement, compliance with the Irish Takeover Rules and
with the consent of the Irish Takeover Panel, to implement the
Acquisition by way of a Takeover Offer for the entire issued and to
be issued share capital of Yew Grove as an alternative to the
Scheme. In such an event, the Takeover Offer will be implemented on
the same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme and subject to
the amendments referred to in Appendix I to this Announcement and
in the Transaction Agreement.
Publication on website
Pursuant to Rules 2.6(c) and 19.9 of the Irish Takeover Rules,
this Announcement will be made available (including to Slate's
employees) on Slate's website
(https://www.slateofficereit.com/regulatory-filings) and on Yew
Grove's website (www.ygreit.com) by no later than 12:00 noon on the
Business Day following this Announcement.
Neither the content of any such website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this Announcement.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
General
The laws of certain jurisdictions may affect the availability of
the Acquisition to persons who are not resident in Ireland or the
United Kingdom. Persons who are not resident in Ireland or the
United Kingdom, or who are subject to laws of any jurisdiction
other than Ireland or the United Kingdom, should inform themselves
about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with any applicable legal or
regulatory requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made available, directly or
indirectly, in any Restricted Jurisdiction, and the Acquisition
will not be capable of acceptance from within a Restricted
Jurisdiction.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other documents relating to the Acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Slate and Yew Grove disclaim any
responsibility or liability for the violations of any such
restrictions by any person.
APPIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION AND THE
SCHEME
The Acquisition and the Scheme will comply with the Irish
Takeover Rules, the Act and, where relevant, the Euronext Dublin
Listing Rules and the AIM Rules and will be subject to the terms
and conditions set out in this Announcement and to be set out in
the Scheme Document. The Acquisition and the Scheme will be
governed by the laws of Ireland.
Terms defined in Appendix II shall have the same meaning where
used in this Appendix I.
Conditions to the Acquisition and the Scheme
The Acquisition and the Scheme will be subject to the following
conditions:
1. The Acquisition will be conditional upon the Scheme becoming
Effective and unconditional by not later than the End Date (or such
earlier date as may be specified by the Irish Takeover Panel, or
such later date as Yew Grove and Slate may, with the consent of the
Irish Takeover Panel (if required), agree and (if required) the
High Court may allow).
2. The Scheme will be conditional upon:
2.1 the approval at the Scheme Meeting (or any adjournment of
such meeting) of the Scheme by a majority of Yew Grove Shareholders
representing at least three -- fourths (75%) in value of the Yew
Grove Shares, voted at such meeting, either in person or by proxy
or in any other manner permitted by the High Court or by law to the
extent required under Section 449(1) of the Act, and provided that
the quorum for such Scheme Meeting (or at any adjournment of such
meeting) shall be at least two persons holding or representing by
proxy at least one-third in nominal value of the Yew Grove Shares
;
2.2 the EGM Resolutions being duly passed by the requisite
majority of Yew Grove Shareholders at the EGM (or any adjournment
thereof);
2.3 the sanction of the Scheme by the High Court (with or
without material modification (but subject to any such modification
being acceptable to each of Slate and Yew Grove pursuant to Chapter
1 of Part 9 of the Act) and the confirmation of the Reduction of
Capital by the High Court (the date on which the condition in this
paragraph 2.3 is satisfied, the "Sanction Date"); and
2.4 a copy of the Court Order and the minute required by Section
86 of the Act in respect of the Reduction of Capital being
delivered to the Registrar of Companies.
3. Slate and Yew Grove have agreed that, subject to paragraph 4
of this Appendix I, the Acquisition will also be conditional upon
the following matters having been satisfied or waived on or before
the Sanction Date:
General Regulatory
3.1 no (i) Law, (ii) injunction, restraint or prohibition by any
court of competent jurisdiction or (iii) injunction, order,
prohibition under any Antitrust Law or Antitrust Order by any
Relevant Authority shall have been enacted or entered and shall
continue to be in effect which would or would reasonably be
expected to prohibit or prevent consummation of the
Acquisition;
Termination of the Transaction Agreement
3.2 the Transaction Agreement not having been terminated as a
consequence of any of the following events having occurred (such
events (including that set out in the Condition in paragraph 3.3
below) being the events set out in the Transaction Agreement
following the occurrence of which the Transaction Agreement may be
terminated in accordance with its terms):
3.2.1 if the Acquisition is to be implemented by way of a
Scheme, by either Yew Grove or Bidco, if the Scheme Meeting or the
EGM have been completed and the Scheme Meeting Resolution or the
EGM Resolutions, as applicable, have not been approved by the
requisite majorities of Yew Grove Shareholders;
3.2.2 by either Yew Grove or Bidco if the Effective Time has not
occurred by 5.00 pm on the End Date, provided that the right to
terminate the Transaction Agreement in this event will not be
available to a party to the Transaction Agreement whose breach of
any provision of the Transaction Agreement has been the primary
cause of the failure of the Effective Time to have occurred by such
time;
3.2.3 if the Acquisition is implemented by way of a Scheme, by
either Yew Grove or Bidco if the High Court declines or refuses to
sanction the Scheme unless Yew Grove and Bidco agree within 30 days
of such decision that the decision of the High Court will be
appealed;
3.2.4 by either Yew Grove or Bidco if an injunction has been
entered permanently restraining, enjoining or otherwise prohibiting
the consummation of the Acquisition and such injunction has become
final and non-appealable (provided that the right to terminate the
Transaction Agreement in this event will not be available to a
party to the Transaction Agreement whose breach of any provision of
the Transaction Agreement has been the primary cause of such
injunction);
3.2.5 by Yew Grove, if either Slate or Bidco has breached or
failed to perform in any material respect any of their covenants or
other agreements contained in the Transaction Agreement or any of
their representations or warranties set out in the Transaction
Agreement having been inaccurate, which material breach, failure to
perform or inaccuracy:
(i) would result in a failure of any Conditions; and
(ii) is not reasonably capable of being cured by the End Date
or, if curable, Yew Grove has given Slate and Bidco written notice,
delivered at least 30 days prior to such termination, stating Yew
Grove's intention to terminate the Transaction Agreement pursuant
to clause 10.1(e) of the Transaction Agreement and the basis for
such termination and such breach, failure to perform or inaccuracy
has not been cured within 30 days following the delivery of such
written notice or, if earlier, by the End Date;
3.2.6 by Bidco, if Yew Grove has breached or failed to perform
in any material respect any of its covenants or other agreements
contained in the Transaction Agreement or any of its
representations or warranties set out in the Transaction Agreement
having been inaccurate, which material breach, failure to perform
or inaccuracy:
(i) would result in a failure of any Condition; and
(ii) is not reasonably capable of being cured by the End Date
or, if curable, Bidco has given Yew Grove written notice, delivered
at least 30 days prior to such termination, stating Bidco's
intention to terminate the Transaction Agreement pursuant to clause
10.1(f) of the Transaction Agreement and the basis for such
termination and such breach, failure to perform or inaccuracy will
not have been cured within 30 days following the delivery of such
written notice or, if earlier, by the End Date;
3.2.7 by Bidco, in the event that a Yew Grove Change of
Recommendation (as defined in the Transaction Agreement) has
occurred or the Yew Grove Board or any committee thereof withdraws
(or modifies in any manner adverse to Bidco) or proposes publicly
to withdraw (or modify in any manner adverse to Bidco) the Scheme
Recommendation; or
3.2.8 by Yew Grove upon written notice at any time following
delivery of a Final Recommendation Change Notice (as defined in the
Transaction Agreement) pursuant to and in accordance with clause
5.2(f) of the Transaction Agreement;
3.3 the Transaction Agreement not having been terminated by
mutual written consent of Yew Grove and Bidco (with the consent of
the Panel (if required));
Certain matters arising as a result of any arrangement,
agreement, etc.
3.4 except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, authorisation, franchise,
facility, lease or other instrument to which any member of the Yew
Grove Group is a party or by or to which any such member or any of
its respective assets may be bound, entitled or subject and which,
in consequence of the Acquisition or the proposed acquisition by
any member of the Slate Group of any Yew Grove Shares or other
securities (or the equivalent) in or control of Yew Grove or any
member of the Yew Grove Group or because of a change in the control
or management of any member of the Yew Grove Group or otherwise,
would or would be reasonably expected to result in any of the
following (in any such case to an extent which is material in value
terms in the context of the Yew Grove Group taken as a whole):
a) any monies borrowed by, or any other indebtedness or
liability (actual or contingent) of, or any grant available to any
member of the Yew Grove Group becoming payable, or becoming capable
of being declared repayable, immediately or prior to their or its
stated maturity, or the ability of any such member to borrow monies
or incur any indebtedness being or becoming capable of being
withdrawn or inhibited;
b) the creation, save in the ordinary course of business, or
enforcement of any mortgage, charge or other security interest
wherever existing or having arisen over the whole or any material
part of the business, property or assets of any member of the Yew
Grove Group or any such mortgage, charge or other security interest
becoming enforceable;
c) the rights, liabilities, obligations, interests or business
of any member of the Yew Grove Group under any such arrangement,
agreement, licence, permit, authorisation, franchise, facility,
lease or other instrument or the rights, liabilities, obligations
or interests or business of any member of the Yew Grove Group in or
with any other firm or company or body or person (or any
agreement/arrangement or arrangements relating to any such business
or interests) being terminated or adversely modified or affected or
any onerous obligation or liability arising or any adverse action
being taken thereunder;
d) any material assets or interests of, or any asset the use of
which is enjoyed by, any member of the Yew Grove Group being or
falling to be disposed of or charged or ceasing to be available to
any member of the Yew Grove Group or any right arising under which
any such asset or interest would be required to be disposed of or
charged or would cease to be available to any member of the Yew
Grove Group otherwise than in the ordinary course of business;
e) any material member of the Yew Grove Group ceasing to be able
to carry on business in any jurisdiction in which it currently
operates;
f) the value of, or the financial or trading position of any
member of the Yew Grove Group being prejudiced or adversely
affected;
g) the creation or acceleration of any liability or liabilities
(actual or contingent) by any member of the Yew Grove Group, other
than the creation of trade creditors or other liabilities incurred
in the ordinary course of business; or
h) any material liability of any member of the Yew Grove Group
arising in respect of any severance, termination, bonus or other
payment to any of the directors or other officers,
unless, if any such provision exists, such provision shall have
been waived, modified or amended on terms reasonably satisfactory
to Bidco;
Certain events occurring after the date of this Announcement
3.5 except as Disclosed, and save as permitted in accordance
with the terms of the Transaction Agreement, no member of the Yew
Grove Group having since 30 June 2021:
a) save as between Yew Grove and wholly-owned Subsidiaries of
Yew Grove or between such wholly-owned Subsidiaries, issued,
granted, conferred, or awarded or agreed to issue, grant, confer or
award or authorised or proposed the issue of additional shares of
any class, or any rights or securities convertible into or
exchangeable for shares, or rights, warrants or options to
subscribe for or acquire any such shares, securities or convertible
securities;
b) save for the declaration and payment of the Q3 Dividend by
Yew Grove, recommended, announced, declared, paid or made or
proposed to recommend, announce, declare, pay or make any bonus
issue, dividend or other distribution (whether in cash or
otherwise) any dividend declared prior to the Effective Date by any
wholly-owned Subsidiary of Yew Grove;
c) save for transactions between Yew Grove and its wholly-owned
Subsidiaries or between such wholly-owned Subsidiaries, merged with
or demerged or acquired any body corporate, partnership or business
or acquired or disposed of, or transferred, mortgaged or charged or
created any security interest over, any material assets or any
right, title or interest in any material asset (including shares
and trade investments) or authorised, proposed or announced any
intention to do so in each case which is material in the context of
the Yew Grove Group taken as a whole;
d) save as between Yew Grove and its wholly-owned Subsidiaries
or between such wholly-owned Subsidiaries, made, authorised,
proposed or announced an intention to propose any change in its
loan capital other than in the ordinary and usual course of
carrying out its current banking activities;
e) issued, authorised or proposed the issue of any loan capital
or debentures, or (save as between Yew Grove and its wholly owned
Subsidiaries or between such wholly-owned Subsidiaries) incurred or
increased any indebtedness or contingent liability over and above
existing facilities currently available to the Yew Grove Group
and/or any member of the Yew Grove Group, in any such case
otherwise than in a manner which is materially consistent with the
business of the Yew Grove Group being conducted in the ordinary and
usual course;
f) entered into or varied or announced its intention to enter
into or vary any contract, transaction, arrangement or commitment
(whether in respect of capital expenditure or otherwise) (otherwise
than in the ordinary and usual course of business) which is of a
long term, unusual or onerous nature, or magnitude which is, in any
such case, material in the context of the Yew Grove Group taken as
a whole or which would be materially restrictive on the business of
any material member of the Yew Grove Group or the Slate Group;
g) except in the ordinary and usual course of business, entered
into or materially improved the terms of, or made any offer (which
remains open for acceptance) to enter into or materially improve
the terms of, any employment contract, commitment or terms of
appointment with any Yew Grove Director or any person occupying one
of the senior executive positions in the Yew Grove Group;
h) except in the ordinary and usual course of business,
proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme, or other benefit relating to the
employment or termination of employment of any employee of the Yew
Grove Group, which in any such case would be material in the
context of the incentive schemes operated by the Yew Grove
Group;
i) made, agreed or consented to any significant change to the
terms of the trust deeds (including the termination or partial
termination of the trusts) constituting the pension schemes
established for its directors, employees or their dependants or the
benefits which accrue, or to the pensions which are payable,
thereunder, or to the basis on which qualification for, or accrual
or entitlement to, such benefits or pensions are calculated or
determined or to the basis on which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or
consented to any change to the trustees involving the appointment
of a trust corporation, or causing any employee of the Yew Grove
Group to cease to be a member of any pension scheme by withdrawing
as a participating employer in such pension scheme, or unlawfully
terminating the employment of any active member of a pension
scheme, or making any employee member of the Yew Grove Group
redundant, or exercising any discretion under the provisions
governing such pension scheme, which in any such case would be
material in the context of the pension schemes operated by Yew
Grove Group;
j) save as between Yew Grove and wholly-owned Subsidiaries of
Yew Grove, purchased, redeemed or repaid or proposed the purchase,
redemption or repayment of any of its own shares or other
securities or reduced or, save in respect of the matters mentioned
in sub-paragraph 3.6(a) above, made any other change to any part of
its share capital to an extent which (other than in the case of Yew
Grove) is material in the context of the Yew Grove Group taken as a
whole;
k) waived or compromised any claim otherwise than in the
ordinary and usual course of business which is material in the
context of the Yew Grove Group taken as a whole;
l) save for voluntary solvent liquidations, taken or proposed
any corporate action or had any legal proceedings instituted or
threatened against it in respect of its winding-up, dissolution,
examination or reorganisation or for the appointment of a receiver,
examiner, administrator, administrative receiver, trustee or
similar officer of all or any part of its assets or revenues, or
(A) having been the subject of any analogous proceedings in any
jurisdiction, or (B) appointed any analogous person in any
jurisdiction (except, in each case, where the consequences thereof
would not be material (in value terms or otherwise) in the context
of the Yew Grove Group taken as a whole);
m) altered the provisions of the memorandum and articles of
association of any member of the Yew Grove Group the effect of
which is material in the context of the Yew Grove Group taken as a
whole; or
n) been unable, or admitted in writing that it is unable, to pay
its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business which
is material in the context of the Yew Grove Group taken as a
whole;
No Adverse Change, Litigation, Regulatory or Similar
Proceedings
3.6 except as Disclosed, since 30 June 2021:
a) no adverse change or deterioration having occurred in the
business, financial or trading position, or profits of any member
of the Yew Grove Group which is material to the Yew Grove Group
taken as a whole and which has not arisen wholly or in all material
respects as a result of the proposed Acquisition;
b) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced, implemented or
instituted by or against or remaining outstanding against or in
respect of any member of the Yew Grove Group or to which any member
of the Yew Grove Group is or may become a party (whether as
plaintiff or defendant or otherwise) and no enquiry or
investigation by or complaint or reference to any Relevant
Authority against or in respect of any member of the Yew Grove
Group having been threatened, announced or instituted or remaining
outstanding which, in any such case, might be reasonably likely to
adversely affect any member of the Yew Grove Group to an extent
which is material to the Yew Grove Group taken as a whole;
c) no contingent or other liability having arisen or being
likely to arise or having become apparent to Slate which is or
would be likely to adversely affect the business, assets, financial
or trading position of any member of the Yew Grove Group to an
extent which is material to the Yew Grove Group taken as a
whole;
d) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence, consent, permit or
authorisation held by any member of the Yew Grove Group which is
necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is
material and likely to adversely affect the Yew Grove Group taken
as a whole;
e) Bidco not having discovered that any financial, business or
other information concerning the Yew Grove Group, that is material
in the context of the Yew Grove Group as a whole and has been
disclosed publicly, is misleading or contains any misrepresentation
of fact or omits to state a fact necessary to make that information
not misleading and, in each case, such disclosure is likely to
materially adversely affect the Yew Grove Group taken as a whole;
and
f) no member of the Yew Grove Group having conducted its
business in breach of applicable laws or applicable laws and
regulations which is material in the context of the Yew Grove Group
taken as a whole.
No Change in Indebtedness; No Default
3.7 the aggregate outstanding Indebtedness of Yew Grove and its
wholly-owned Subsidiaries is not greater than the total amount
available to the Yew Grove Group under its existing available
facilities; and
3.8 save as Disclosed, no member of the Yew Grove Group being in
default under the terms or conditions of any facility or agreement
or arrangement for the provision of loans, credit or drawdown
facilities, or of any security, surety or guarantee in respect of
any facility or agreement or arrangement for the provision of
loans, credit or drawdown facilities to any member of the Yew Grove
Group (save where such default is not or would not be material (in
value terms or otherwise) in the context of the Yew Grove Group
taken as a whole).
Waiver and Invocation of the Conditions
4. Subject to the requirements of the Irish Takeover Panel,
Slate reserves the right (but shall be under no obligation) to
waive (to the extent permitted by applicable Law), in whole or in
part, all or any of the Conditions in paragraph 3.
Implementation by way of Takeover Offer
5. Slate reserves the right, subject to the prior written
approval of the Irish Takeover Panel, to effect the Acquisition by
way of a Takeover Offer in the circumstances described in and
subject to the terms of clause 3.6 of the Transaction Agreement.
Without limiting clause 3.6 of the Transaction Agreement, in such
event, such offer will be implemented on terms and conditions that
are at least as favourable to the Yew Grove Shareholders (except
for an acceptance condition set at 90% of the nominal value of the
Yew Grove Shares to which such an offer relates and which are not
already in the beneficial ownership of Bidco so far as applicable
which may be waived down to 50% plus 1 Yew Grove Share) as those
which would apply in relation to the Scheme.
Certain further terms of the Acquisition
6. If Slate is required to make an offer for Yew Grove Shares
under the provisions of Rule 9 of the Irish Takeover Rules, Slate
may make such alterations to any of the conditions set out in
paragraphs 1, 2 and 3 above as are necessary to comply with the
provisions of that rule.
7. As required by Rule 12(b)(i) of the Irish Takeover Rules, to
the extent that the Acquisition would give rise to a concentration
with a Community dimension within the scope of the EU Merger
Regulation, the Scheme shall, except as otherwise approved by the
Irish Takeover Panel, lapse if the European Commission initiates
proceedings in respect of that concentration under Article 6(1)(c)
of the EU Merger Regulation or refers the concentration to a
competent authority of an EEA member state under Article 9(1) of
the EU Merger Regulation prior to the date of the Scheme
Meeting.
8. Slate and Bidco reserve the right for one or more of their
Subsidiaries from time to time to implement the Acquisition with
the prior written approval of the Irish Takeover Panel.
9. This Announcement and any rights or liabilities arising
hereunder, the Acquisition and the Scheme will be governed by Irish
law and be subject to the jurisdiction of the Irish courts.
APPIX II
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Acquisition" means the proposed acquisition by Bidco of Yew
Grove by means of the Scheme or a Takeover Offer (and any such
Scheme or Takeover Offer as it may be revised, amended or extended
from time to time) including the payment by Bidco of the
Consideration under the Scheme or such Takeover Offer, as described
in this Announcement and provided for in the Transaction
Agreement;
"Act" means the Companies Act 2014;
"Acting in Concert" has the meaning given to the term "persons
acting in concert" in Regulation 8(2) of the Takeover
Regulations;
"AIM Rules" means the AIM Rules for Companies published by the
London Stock Exchange from time to time ;
"Allied Irish Banks, plc" means Allied Irish Banks, plc, 10
Molesworth Street, Dublin 2, Ireland;
"Announcement" means this announcement, made in accordance with
Rule 2.5 of the Irish Takeover Rules, dated 19 November 2021,
including its summary and appendices;
"Antitrust Law" means any federal, state or foreign Law designed
to prohibit, restrict or regulate actions for the purpose or effect
of monopolisation or restraint of trade;
"Antitrust Order" means any legislative, administrative or
judicial action, decree, judgment, injunction, decision or other
order (whether temporary, preliminary or permanent) that restricts,
prevents or prohibits the consummation of the Acquisition or any
other transactions contemplated by the Transaction Agreement under
any Antitrust Law;
"Articles of Association" means the articles of association of
Yew Grove as filed with the Registrar of Companies;
"Bidco" means Slate Office Ireland Investment Limited, a private
company limited by shares incorporated in Ireland with registered
number 699927, having its registered office at 2 Park Place, City
Gate Park, Mahon, Cork, Ireland;
"Bidco Directors" means the directors of Bidco from time to time
and for the time being;
"Business Day" means any day, other than a Saturday, Sunday or
public holiday in Dublin or London;
"Concert Parties" means in relation to any party, such persons
as are deemed to be Acting in Concert with that party pursuant to
Rule 3.3 of Part A of the Irish Takeover Rules and such persons as
are Acting in Concert with that party and "Concert Party" means any
one of them;
"Conditions" means the conditions to the Scheme and the
Acquisition set out in Appendix I to this Announcement and
"Condition" means any one of the Conditions;
"Consideration" means EUR1.017 per Yew Grove Share;
"Constitution" means the constitution of Yew Grove as in effect
from time to time;
"Court Order" means the order or orders of the High Court
sanctioning the Scheme under Section 453 of the Act and confirming
the Reduction of Capital that forms part of it under Sections 84
and 85 of the Act;
"Datasite" means Datasite UK Limited or any of its
affiliates;
"Disclosed" means the information disclosed by or on behalf of
Yew Grove: (i) in the Yew Grove Public Reports; (ii) in this
Announcement and/or the Possible Offer Announcement; (iii) in any
other public announcement, by or on behalf of Yew Grove (in each
case) prior to the date of this Announcement; (iv) in the virtual
dataroom hosted by Datasite in connection with the Acquisition on
or prior to the date of the Possible Offer Announcement; or (v) as
otherwise fairly disclosed in writing by or on behalf of Yew Grove
to Slate (or its officers, employees, agents or advisers) prior to
the date of the Possible Offer Announcement;
"EEA" means the European Economic Area;
"Effective" means in the context of the Acquisition: (i) if the
Acquisition is implemented by way of a Scheme, the Scheme having
become effective in accordance with its terms, upon the delivery to
the Registrar of Companies of the Court Order together with the
minute required by Section 86 of the Act confirming the Reduction
of Capital and such Reduction of Capital having become effective
upon the registration of the Court Order and the minute by the
Registrar of Companies; or (ii) if the Acquisition is implemented
by way of a Takeover Offer, the Takeover Offer having been declared
or become unconditional in all respects in accordance with the
provisions of the Takeover Offer Document and the requirements of
the Irish Takeover Rules;
"Effective Date" means the date on which (i) the Scheme becomes
Effective or (ii) if the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer becomes Effective;
"Effective Time" means the time on the Effective Date at which
the Court Order and a copy of the minute required by Section 86 of
the Act is delivered to and is registered by the Registrar of
Companies or, as the case may be, the Takeover Offer becomes or is
declared unconditional in all respects in accordance with the
Takeover Offer Documents and the requirements of the Irish Takeover
Rules;
"EGM Resolutions" means the resolutions to be proposed at the
EGM for the purposes of approving and implementing the Scheme, the
Reduction of Capital, changes to the Constitution and such other
matters as Yew Grove reasonably determines to be necessary for the
purposes of implementing the Acquisition or, subject to the consent
of Bidco (which may not be unreasonably withheld, conditioned or
delayed), desirable for the purposes of implementing the
Scheme;
"End Date" means 4 March 2022 or such later date as Slate and
Yew Grove may, with the consent of the Panel (if required), agree
and (if required) the High Court may allow;
"EPRA NTA" means EPRA Net Tangible Assets, being the Net Asset
Value of Yew Grove per the IFRS financial statements, adjusted to
assume that entities buy and sell assets, thereby crystallising
certain levels of unavoidable deferred tax in accordance with the
European Public Real Estate Association Reporting - Best Practice
Recommendations October 2019;
"EU" means the European Union;
"EU Merger Regulation" means Council Regulation (EC) No.
139/2004;
"euro" or "EUR" or "EUR" means the lawful currency of
Ireland;
"Euronext Dublin" means The Irish Stock Exchange plc, trading as
Euronext Dublin;
"Euronext Dublin Listing Rules" means the listing rules of
Euronext Dublin being the Euronext Dublin Rule Book, Book II:
Listing Rules and the Euronext Rule Book, Book I: Harmonised Rules
;
"Excluded Scheme Share" means the one Yew Grove Share to be
allotted and issued to Bidco pursuant to the terms of the
Transaction Agreement;
"Expenses Reimbursement Agreement" means the expenses
reimbursement agreement dated 15 November 2021 between Slate, Bidco
and Yew Grove, the entry into of which has been approved by the
Irish Takeover Panel;
"Extraordinary General Meeting" or "EGM" means the extraordinary
general meeting of the Yew Grove Shareholders (and any adjournment
thereof) to be convened in connection with the Scheme, expected to
be convened as soon as the preceding Scheme Meeting shall have been
concluded or adjourned (it being understood that if the Scheme
Meeting is adjourned, the EGM shall be correspondingly
adjourned);
"Goodbody" means Goodbody Stockbrokers UC, 2 Ballsbridge Park,
Dublin 4, D04 YW83;
"Governmental Body" means any Irish, UK or other foreign
national or supranational, federal, state, local or other
governmental or regulatory authority, agency, commission, board,
body, bureau, arbitrator, arbitration panel, or other authority in
any jurisdiction, including courts and other judicial bodies, or
any competition, antitrust, foreign investment review or
supervisory body, central bank or other governmental, trade or
regulatory agency or body, securities exchange, stock exchange or
any self-regulatory body or authority, including any
instrumentality or entity designed to act for or on behalf of the
foregoing, in each case, in any jurisdiction (provided it has
jurisdiction over the applicable person or its activities or
property);
"High Court" means the High Court of Ireland;
"Holding Company" has the meaning given to the term "holding
undertaking" in Section 275 of the Act;
"IBI Corporate Finance" means IBI Corporate Finance Limited, 33
Fitzwilliam Pl, Dublin 2, D02 W899, Ireland;
"IFRS" means International Financial Reporting Standards;
"Indebtedness" means any and all:
a) indebtedness for borrowed money, whether current or funded,
secured or unsecured, including that evidenced by notes, bonds,
debentures or other similar instruments (and including all
outstanding principal, prepayment premiums, if any, and accrued
interest, fees and expenses related thereto);
b) amounts owed with respect to drawn letters of credit;
c) cash overdraft; and
d) outstanding guarantees of obligations of the type described
in sub-Clauses (a) through (c) above;
"Ireland" means the island of Ireland, excluding Northern
Ireland (the counties of Antrim, Armagh, Derry, Down, Fermanagh and
Tyrone), and the word "Irish" will be construed accordingly;
"Irish Takeover Panel" or "Panel" means the Irish Takeover Panel
established under the Takeover Panel Act;
"Irish Takeover Rules" means the Irish Takeover Panel Act 1997,
Takeover Rules, 2013;
"Law" means any applicable national, federal, state, local,
municipal, foreign, supranational or other law, statute,
constitution, principle of common law, resolution, ordinance, code,
agency requirement, licence, permit, edict, binding directive,
decree, rule, regulation, judgment, order, injunction, ruling or
requirement issued, enacted, adopted, promulgated, implemented or
otherwise put into effect by or under the authority of any
Governmental Body;
" London Stock Exchange " means London Stock Exchange plc;
"Meetings" means the Scheme Meeting and the Extraordinary
General Meeting;
"Net Asset Value" means the measure shown in a company's balance
sheet of all assets less all liabilities, which, in the case of Yew
Grove, is measured consistently with IFRS as adopted in the EU, and
in particular will include Yew Grove's property assets at their
most recent independently assessed market values;
"Possible Offer Announcement" means the announcement made by Yew
Grove, Slate and Bidco under Rule 2.4 of the Irish Takeover Rules
on 15 November 2021;
"Properties" means the properties which are the subject of the
valuation reports prepared by the Valuer, set out in Appendix
IV;
"Property Portfolio" means Yew Grove's property portfolio as at
30 June 2021, which included two properties that have since been
disposed of by Yew Grove, being Old Mill Lane, Listowel, Co. Kerry
which was disposed of on 5 July 2021 and Canal House,
Portarlington, Co. Laois which was disposed of on 6 July 2021;
"Q3 Dividend" means the interim dividend to be paid to Yew Grove
Shareholders appearing on the register of members of Yew Grove on
26 November 2021 in respect of the third calendar quarter of 2021
by Yew Grove of EUR0.012 per Yew Grove Share in cash;
"Reduction of Capital" means the reduction of the entire issued
share capital of Yew Grove by the cancellation of all Yew Grove
Shares in issue other than the Excluded Scheme Share to be effected
as part of the Scheme pursuant to Sections 84 to 86 of the Act;
"Registrar of Companies" means the Registrar of Companies in
Dublin, Ireland, as defined in Section 2 of the Act;
"REIT" means Real Estate Investment Trust;
"Relevant Authority" means any Irish, UK or other foreign
national or supranational, federal commission, board, body, bureau,
or other regulatory authority or agency, including courts and other
judicial bodies, or any competition, anti-trust or supervisory body
or other governmental, regulatory agency or body or securities
exchange including any instrumentality or entity designed to act
for or on behalf of any of the foregoing, in each case, in any
jurisdiction;
"Resolutions" means collectively, the Scheme Meeting Resolution
and the EGM Resolutions, which will be set out in the Scheme
Document;
"Restricted Jurisdiction" means any jurisdiction where local
laws or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the
Acquisition is sent or made available in that jurisdiction;
"Sanction Date" has the meaning set out in paragraph 2.3 of
Appendix I;
"Scheme" means the proposed scheme of arrangement under Chapter
1 of Part 9 of the Act and the Reduction of Capital pursuant to
Sections 84 and 86 of the Act to effect the Acquisition under the
terms of the Transaction Agreement, on the terms (including the
Conditions) and for the Consideration set out in this Announcement
and on such other terms as Yew Grove and Bidco mutually agree in
writing, including any revision of the scheme of arrangement as may
be so agreed between Yew Grove and Bidco and, if required, by the
High Court;
"Scheme Document" means a document (including any amendments or
supplements thereto) to be distributed to Yew Grove Shareholders
and, for information only, to the Yew Grove Optionholders which
shall contain, amongst other things: (i) the Scheme; (ii) the
notice or notices of the Scheme Meeting and EGM; (iii) an
explanatory statement as required by Section 452 of the Act with
respect to the Scheme; (iv) such other information as may be
required or necessary pursuant to the Act, the Irish Takeover
Rules, the Euronext Dublin Listing Rules or the AIM Rules; and (v)
such other information as Yew Grove and Slate may agree;
"Scheme Meeting" means the meeting or meetings of the Yew Grove
Shareholders or, if applicable, any class or classes of Yew Grove
Shareholders (including as may be directed by the High Court under
Section 450(5) of the Act) (and any adjournment of any such meeting
or meetings) convened by (i) resolution of the Yew Grove Board or
(ii) order of the High Court, in either case under Section 450 of
the Act, to consider and vote on the Scheme Meeting Resolution;
"Scheme Meeting Resolution" means the resolution to be
considered and voted on at the Scheme Meeting proposing that the
Scheme, with or without amendment (but subject to such amendment
being acceptable to each of Yew Grove and Slate, except for a
technical or procedural amendment which is required for the proper
implementation of the Scheme and does not have a substantive
consequence on the implementation of the Scheme);
"Scheme Recommendation" means the unanimous recommendation of
the Yew Grove Board that Yew Grove Shareholders vote in favour of
the Resolutions;
"Slate" means Slate Office REIT, a trust established pursuant to
a declaration of trust under and governed by the laws of the
Province of Ontario whose head and registered office is at 121 King
Street West, Suite 200, Toronto, Ontario M5H 3T9, Canada;
"Slate Directors" means the board of trustees of Slate from time
to time and for the time being;
"Slate Group" means Slate and Bidco, any Subsidiary of Slate or
Bidco, any Holding Company of Slate or Bidco and any Subsidiary of
any such Holding Company and shall include any fund managed or
advised by Slate;
"Subsidiary" has the meaning given to the term "subsidiary
undertaking" in Section 275 of the Act;
"Takeover Offer" means an offer in accordance with clause 3.6 of
the Transaction Agreement for the entire issued and to be issued
ordinary share capital of Yew Grove (other than any Yew Grove
Shares beneficially owned by any member of the Slate Group (if any)
or by any person Acting in Concert with Slate (if any)), including
any amendment or revision thereto, the full terms of which would be
set out in the Takeover Offer Document or, as the case may be, any
revised offer document(s);
"Takeover Offer Document" means, if following the date of the
Transaction Agreement, Bidco elects to implement the Acquisition by
way of Takeover Offer in accordance with clause 3.6 of the
Transaction Agreement, the documents to be despatched to Yew Grove
Shareholders and others by or on behalf of Slate or Bidco (or such
other entity as Slate may elect) containing, amongst other things,
the Takeover Offer, the Conditions (save insofar as not appropriate
in the case of a Takeover Offer, and as amended in such manner as
Slate, Bidco (or such other entity as Slate may elect) and Yew
Grove may determine, and the Panel may agree, to be necessary to
reflect the terms of the Takeover Offer) and certain information
about Slate, Bidco (or such other entity) and Yew Grove and, where
the context so admits, includes any form of acceptance, election,
notice or other document reasonably required in connection with the
Takeover Offer;
"Takeover Panel Act" means the Irish Takeover Panel Act 1997, as
amended;
"Takeover Regulations" means the European Communities (Takeover
Bids (Directive 2004/25/EC)) Regulations 2006;
"Transaction Agreement" means the Transaction Agreement dated 15
November 2021 between Slate, Bidco and Yew Grove in relation to the
implementation of the Scheme and the Acquisition;
"Transactions" means the transactions contemplated by the
Transaction Agreement, including the Acquisition;
"UK" means the United Kingdom of Great Britain and Northern
Ireland;
"Valuer" means Lisney Limited;
"Voting Record Time" means the time and date to be specified as
the voting record time for the Scheme Meeting (or any adjournment
thereof) in the Scheme Document; and
"Yew Grove" means Yew Grove REIT plc, a company incorporated in
Ireland with registered number 623896, having its registered office
at 57 Fitzwilliam Square North, Dublin 2, D02 CP02, Ireland;
"Yew Grove Alternative Proposal" means any bona fide enquiry,
approach, communication, expression of interest, proposal or bona
fide offer made by any person (which proposal or offer may be
subject to due diligence, definitive documentation or both and
other than a proposal or firm intention to make an offer under Rule
2.5 of the Irish Takeover Rules by Bidco (or any other wholly-owned
vehicle owned by Slate) or any of their respective Concert
Parties), in each case in any form, in respect of:
(a) the acquisition of Yew Grove by scheme of arrangement or
takeover offer;
(b) the direct or indirect acquisition by any person of 30% or
more of the assets, taken as a whole, of the Yew Grove Group,
measured by either net asset value, book value or fair market value
(including equity securities of any member of the Yew Grove
Group);
(c) a merger, reorganisation, share exchange, consolidation,
business combination, recapitalisation, dissolution, liquidation or
similar transaction involving Yew Grove as a result of which the
holders of Yew Grove Shares immediately prior to such transaction
would not, in the aggregate, own at least 30% of the voting power
of the surviving or resulting entity in such transaction
immediately after consummation of such transaction; or
(d) the direct or indirect acquisition by any person (or the
shareholders or stockholders of such person) of 30% or more of the
voting power or the issued share capital of Yew Grove, including
any offer or exchange offer that if consummated would result in any
person beneficially owning shares with 30% or more of the voting
power of Yew Grove;
"Yew Grove Board" means the board of directors of Yew Grove from
time to time and for the time being;
"Yew Grove Directors" means the members of the Yew Grove
Board;
"Yew Grove Group" means Yew Grove and all of its
Subsidiaries;
"Yew Grove Optionholders" means the holders of any subsisting
options granted or expected to be granted under Yew Grove Share
Plan;
"Yew Grove Public Reports" means the annual report and audited
financial statements of Yew Grove for the 12 months ended 31
December 2020 and the unaudited statement of interim results of Yew
Grove for the six months ended 30 June 2021;
"Yew Grove Scheme Shareholders" means the holders of Yew Grove
Shares immediately prior to the Effective Time;
"Yew Grove Share Plan" means the Yew Grove REIT plc Long-Term
Incentive Plan 2018;
"Yew Grove Shareholder Approval" means:
(a) the approval of the Scheme by a majority of Yew Grove
Shareholders representing at least three -- fourths (75%) in value
of the Yew Grove Shares, at the Voting Record Time, held by such
holders, present and voting either in person or by proxy or in any
other manner permitted by the High Court or by law, at the Scheme
Meeting (or at any adjournment of such meeting) to the extent
required under Section 449(1) of the Act, and provided that the
quorum for such Scheme Meeting (or at any adjournment of such
meeting) shall be at least two persons holding or representing by
proxy at least one-third in nominal value of the Yew Grove Shares;
and
(b) the EGM Resolutions being duly passed by the requisite
majorities of Yew Grove Shareholders present and voting either in
person or by proxy at the EGM (or at any adjournment of such
meeting);
"Yew Grove Shareholders" means the holders of Yew Grove
Shares;
"Yew Grove Shares" means the ordinary shares of EUR0.01 each in
the capital of Yew Grove and each a "Yew Grove Share"; and
"Yew Grove Superior Proposal" means a written Yew Grove
Alternative Proposal (where each reference to 30% set forth in the
definition of such term will be deemed to refer to 50%) but
provided that such Yew Grove Alternative Proposal may not be
subject to due diligence or definitive documentation (other than
the execution thereof) that the Yew Grove Board determines in good
faith (after consultation with Yew Grove's financial advisers and
outside legal counsel) is more favourable to Yew Grove Shareholders
than the Transactions, taking into account any revisions to the
terms of the Transactions proposed by Bidco in accordance with
clause 5.2(e) of the Transaction Agreement and such financial
(including, where such Yew Grove Alternative Proposal is not in
respect of an acquisition of the entire issued and outstanding
share capital of Yew Grove, the total proceeds and value that may
be due to Yew Grove Shareholders), regulatory, anti-trust, legal,
structuring, timing and other aspects of such proposal (including,
for the avoidance of doubt, the conditionality of any such
proposal) as the Yew Grove Board considers to be appropriate.
All amounts contained within this document referred to by "EUR"
and/or "EUR" refer to euro.
Any references to any provision of any legislation shall include
any amendment, modification, re-enactment or extension thereof. Any
reference to any legislation is to Irish legislation unless
specified otherwise.
Words importing the singular shall include the plural and vice
versa and words supporting the masculine shall include the feminine
or neuter gender.
All times referred to in this Announcement are Irish times
unless otherwise stated.
APPIX III
SOURCES AND BASES OF INFORMATION
In this Announcement, unless otherwise stated or the context
otherwise requires, the bases of calculation and sources of
information are as described below.
a) The financial information relating to Yew Grove is extracted
from the Yew Grove Public Reports.
b) The value of the Acquisition is based upon the Consideration
due under the terms of the Acquisition and on the basis of the
issued and to be issued share capital of Yew Grove referred to in
paragraph c) below.
c) The issued and to be issued share capital of Yew Grove is calculated on the basis of:
i. the number of issued Yew Grove Shares as at the close of
business on 18 November 2021 (being the last practicable date prior
to the release of this Announcement), being 124,922,210 Yew Grove
Shares; and
ii. any further Yew Grove Shares which may be issued pursuant to
the Transaction Agreement on or after the date of this Announcement
on the exercise of options to subscribe for Yew Grove Shares, which
options have been granted, amounting in aggregate to 760,347 Yew
Grove Shares.
d) Unless otherwise stated, all prices for Yew Grove Shares are
the closing price for the relevant dates.
e) The prices of Yew Grove Shares used for the premium calculations are:
i. EUR1.00, being Yew Grove's closing share price on 15 November
2021 (being the last Business Day prior to the publication of the
Possible Offer Announcement); and
ii. approximately EUR0.98, being Yew Grove's volume weighted
average share price over the 180 trading day period ending on 15
November 2021.
f) The EPRA NTA per share as at 30 June 2021 is EUR1.0034, based
on the independent valuation of Yew Grove's Property Portfolio by
the Valuer as at 30 June 2021.
APPIX IV
Property Valuation Reports
Lisney
St Stephens Green House Earlsfort Terrace
Dublin 2
Phone +353 (0) 1 638 2100
Email Dublin@lisney.com
VALUATION REPORT
In respect of:
30 Properties comprising Investment and Development Assets
On behalf of:
Yew Grove REIT Plc and Goodbody Stockbrokers UC
Date of Valuation Report: 19 November 2021
VALUATION REPORT
Report Date: 19 November 2021
Addressees The Directors Yew Grove plc
1(st) Floor
57 Fitzwilliam Street
Dublin 2
D02 CP02
(Referred to as the "Company")
Goodbody Stockbrokers UC
Ballsbridge Park
Dublin 4
D04 YW83
(Collectively referred to as the "Addressees")
The Properties The properties held by the Company and its
subsidiaries as listed in the Schedule of Property Details set out
in Appendix A below ("The Properties)
Appendix A of this Valuation Report (the "Valuation Report")
provides the Schedule of Property Details of the Properties and
Market Values, including certain information on the Properties in
the Course of Development required under Rule 29.2 (c) of the Irish
Takeover Rules.
Ownership Purpose Investment and Development
Instruction To report generally and to provide an opinion of the
Market Value (MV) of the good and marketable Freehold / Long
Leasehold interests in The Properties as at the date of valuation
with the benefit of the various tenancies therein / with vacant
possession (where applicable). This Valuation Report and its
Appendices are provided in accordance with the terms of engagement
("LOE") entered into between Lisney and The Addressees dated 04
November 2021.
We have also been asked to provide a confirmation that a current
valuation, in this case at the date of the announcement pursuant to
Rule 2.5 of the Irish Takeover Rules (the "Rule 2.5 Announcement"),
would not be materially different from the Valuations herein
provided i.e. as at 30 June 2021.
Purpose We understand that the Valuation Report, is required for
the purpose (the "Purpose") of providing an opinion on the
respective Market Values of the Properties for the purposes of Rule
29 of the Irish Takeover Rules for inclusion in an announcement
pursuant to Rule 2.5 of the Irish Takeover Rules (the "Rule 2.5
Announcement") published by or on behalf of the Company in
connection with the proposed disposal of the entire issued and to
be issued share capital of the Company to be implemented by scheme
of arrangement or other means (the "Proposed Transaction").
Basis of Valuation The basis of valuation is Market Value (MV)
as defined by the RICS Valuation - Global Standards (Incorporating
the International Valuation Standards) effective from 31 January
2020 which is defined as:
"The estimated amount for which an asset or liability should
exchange on the valuation date between a willing buyer and a
willing seller in an arm's-length transaction after proper
marketing and where the parties had each acted knowledgeable,
prudently and without compulsion".
Our valuations reflect usual deductions in respect of
purchaser's costs.
The Properties have been valued individually and not as part of
a portfolio.
Valuation Date The valuation date is 30 June 2021.
Valuer We confirm that the personnel responsible for undertaking
the inspection and valuation of The Properties have sufficient
local and national knowledge and are qualified for the purpose of
the valuation in accordance with the RICS Valuation - Global
Standards (effective from 31 January 2020), which is compliant with
the International Valuation Standards (IVS) 2020, including to the
extent required by the Irish Takeover Rules.
Disclosure The Principal signatory of this Report has
continuously been the signatory of valuations for the Company since
December 2014.
Compliance In preparing these valuations we have acted as
Independent External valuers, subject to any disclosures made to
you in accordance with the RICS Valuation - Global Standards
(Incorporating the International Valuation Standards) effective
from 31 January 2020, which is compliant with the International
Valuation Standards (IVS) 2020 and are in accordance with Rule 29
of the Irish Takeover Rules.
Our opinions of Market Value are based on an analysis of recent
market transactions, supported by market knowledge derived from our
agency experience. Our valuations are supported by this market
evidence.
All valuations are professional opinions on a stated basis,
coupled with any appropriate assumptions. A valuation is not a
fact, it is an estimate. The degree of subjectivity involved will
inevitably vary from case to case, as will the degree of certainty,
or probability, that the valuer's opinion of market value would
exactly coincide with the price achieved were there an actual sale
at the valuation date.
We have made subjective judgements during our valuation approach
in arriving at our opinions and whilst we consider these to be both
logical and appropriate, they are not necessarily the same as would
be made by every purchaser. There is no discount or margin to
reflect the purpose of the valuation. The purpose of the valuation
does not alter the approach to the valuation. You should not rely
on this report unless any reference to tenure and legal title has
been verified as correct by your legal advisers.
Independence We confirm that the total fees, including the fee
for this assignment earned by Lisney from The Company are less than
1% of the Company's total revenues.
Previous Involvement We confirm that Lisney has previously
undertaken bi-annual valuations of the Yew Tree Commercial Property
Fund 1 portfolio, which was acquired by the Company on Initial
Admission, for fund valuation purposes between December 2014 and
January 2018.
We confirm that in connection with Initial Admission (as defined
below) we undertook a valuation exercise as at 31 March 2018 in
respect of the Seed Portfolio (as such term is defined in the
Admission Document published by the Company in connection with the
admission of Yew Grove's ordinary shares to trading on the
Enterprise Securities Market of Euronext Dublin (now called the
Euronext Growth Market) and the AIM Market of the London Stock
Exchange ("Initial Admission")) .
Lisney has subsequently undertaken bi-annual valuations of the
Company's portfolio between June 2018 and June 2021.
As previously identified to the Company, Lisney's Office Agency
Department had been engaged by a tenant within Property 21 to act
as agent for the sub-letting of 1 No. floor plate. This however is
no longer a live instruction .
Lisney is not aware of any conflict of interest with this
instruction, and save as set out in this Letter, we confirm we have
no other involvement with The Properties. We confirm that we are in
a position to provide an objective and unbiased valuation in
respect of all properties comprised in the Portfolio.
Inspections We confirm that Lisney has adopted a rolling
schedule of inspections. All properties forming part of the
Portfolio have been inspected by Lisney on an internal basis on the
following specific dates;
Property Inspection
Date
-----------
1 Canal House, Portarlington, 21/11/2018
Co. Laois
--- ------------------------------ -----------
2 Bridge Centre, Tullamore, 02/06/2021
Co Offaly
--- ------------------------------ -----------
3 Unit L2 Naas Enterprise 21/06/2021
Park,
Naas, Co Kildare
--- ------------------------------ -----------
4 Block 2 & Site, IDA Business 01/06/2021
& Technology Park, Athlone,
Co Westmeath
--- ------------------------------ -----------
5 Old Mill Lane, Listowel, 03/07/2017
Co. Kerry
--- ------------------------------ -----------
6 Block B, Ashtown Gate Office 15/06/2021
Park, Navan Road, Dublin
15
--- ------------------------------ -----------
7 Block C, Ashtown Gate Office 15/06/2021
Park, Navan Road, Dublin
15
--- ------------------------------ -----------
8 Unit 7 Airways Industrial 09/06/2021
Estate, Santry, Dublin
9
--- ------------------------------ -----------
9 Unit 8 Airways Industrial 09/06/2021
Estate, Santry, Dublin
9
--- ------------------------------ -----------
10 One Gateway, East Wall, 03/06/2021
Dublin 1
--- ------------------------------ -----------
11 Three Gateway, East Wall, 03/06/2021
Dublin 1
--- ------------------------------ -----------
12 Blackwater House, Mallow, 11/06/2021
Co. Cork
--- ------------------------------ -----------
13 Letterkenny Office Park, 03/06/2021
Letterkenny, Co. Donegal
--- ------------------------------ -----------
14 Advance Technology Buildings, 21/06/2021
Waterford IDA Business
& Technology Park, Waterford
--- ------------------------------ -----------
15 2600 Cork Airport Business 03/06/2021
Park, Cork
--- ------------------------------ -----------
16 Block A, IDA Business & 01/06/2021
Technology Park, Athlone,
Co. Westmeath
--- ------------------------------ -----------
17 Block B, IDA Business & 01/06/2021
Technology Park, Athlone,
Co. Westmeath
--- ------------------------------ -----------
18 Block C, IDA Business & 01/06/2021
Technology Park, Athlone,
Co. Westmeath
--- ------------------------------ -----------
19 Block C Extension, IDA 01/06/2021
Business & Technology Park,
Athlone, Co. Westmeath
--- ------------------------------ -----------
20 Teleflex Building, IDA 01/06/2021
Business & Technology Park,
Athlone, Co. Westmeath
--- ------------------------------ -----------
21 Willow House, Millennium 19/06/2020
Park, Naas, Co Kildare
--- ------------------------------ -----------
22 Hazel House, Millennium 19/06/2020
Park, Naas, Co Kildare
--- ------------------------------ -----------
23 Chestnut House, Millennium 19/06/2020
Park, Naas, Co Kildare
--- ------------------------------ -----------
24 Beech House, Millennium 19/06/2020
Park, Naas, Co Kildare
--- ------------------------------ -----------
25 Birch House, Millennium 19/06/2020
Park, Naas, Co Kildare
--- ------------------------------ -----------
26 Ash House, Millennium Park, 19/06/2020
Naas, Co Kildare
--- ------------------------------ -----------
27 3026 Lake Drive, City West 02/06/2021
Business Campus, D24 RC8V
--- ------------------------------ -----------
28 3022 Lake Drive, City West 02/06/2021
Business Campus, D24 E288
--- ------------------------------ -----------
29 3030 Lake Drive City West 02/06/2021
Business Campus, D24 KX6Y
--- ------------------------------ -----------
30 Tanola House, Coes Road 10/06/2021
Industrial Estate,
--- ------------------------------ -----------
Sources of Information We have undertaken our valuations based
upon the information as provided to us by the Company which we have
strictly relied upon and assumed to be correct.
We confirm that the information provided to us by the
Company
during the course of this and previous exercises includes inter-alia:
-- Update tenancy schedule dated 17 June 2021 indicating
inter-alia: Lease dates (including commencement dates, review
dates, rent step dates, break dates and expiry dates), review
mechanisms, floor areas, contracted and passing rents;
-- Copy Lease and License agreements and associated Side
Letters, Deed of Variations, Rent Review Memorandum relating to the
various tenancies within the Properties together with Agreement for
Lease documents and Heads of Terms pertaining to prospective new
tenancies;
-- Confirmation of Title set out within Draft Certificate of
Title documents (Where available);
-- Building Survey Reports and Area Measurement Reports (Where
available); and Construction and development budgets costs,
confirmation of development timeline, capital expenditure and
Progress Report pertaining to Block C (Extension), IDA Business and
Technology Park, Athlone, Co. Westmeath.
Assumptions We have made various assumptions as to title,
tenure, town planning, structural condition and environmental
issues to include invasive species - as set out below.
If any of the information or assumptions on which the valuations
are based are subsequently found to be incorrect, the valuation
figures may also be incorrect and should be reconsidered.
Variation from Standard None
Assumptions
Special Assumptions None
Aggregate Market Value EUR168,085,000
(One Hundred and Sixty Eight Million, Eighty-Five Thousand Euro)
exclusive of purchaser's costs and exclusive of VAT.
All properties have been valued individually rather than being
valued as a whole portfolio i.e. one sale lot. In valuing the
properties, we have assumed an orderly sales disposal.
For the avoidance of doubt, we have valued the Properties on a
Brick and Mortar basis and the values reported herein represent
100% of the market values of the assets. No account has been taken
in reporting these market values of the extent of the Company's
interests in the companies holding the subject Properties.
In accordance with Rule 29.2 of the Irish Takeover Rules, where
land or properties currently being developed or with immediate
development potential, in this instance Block C (Extension), IDA
Business and Technology Park, Athlone, Co. Westmeath, the following
confirmations are required.
i) An opinion of the Market Value of the permitted development
on practical completion.
EUR10,250,000
(Ten Million, Two Hundred and Fifty Thousand Euro)
For the avoidance of doubt, our opinion of Market Value under
this scenario is in line with subsection ii below by virtue of the
executed Agreement for Lease to PPD Development (Ireland) Limited
as at the date of valuation.
ii) An opinion of the Market Value of the permitted development
on practical completion and occupied.
EUR10,250,000
(Ten Million, Two Hundred and Fifty Thousand Euro)
Construction of Block C (Extension), IDA Business &
Technology Park, Athlone, Co. Westmeath commenced construction in
Q1 2021 with an anticipated Practical Completion Date of March
2022. We note from Project Monitor Report prepared by Module Group,
dated 30 June 2021, that the development programme was on target as
at the date of writing. On the fifth working day post Practical
Completion, a new FRI Lease between the Company (Landlord) and PPD
Development (Ireland) Limited (Tenant), will commence for a term
co-terminus with the existing Lease (Expiring 08/10/2029). The
contracted rent will be EUR950,000 per annum, fixed for the
duration of the Term.
Budget construction costs pertaining to the above development
amount to EUR9,807,350 (Inc. site acquisition costs of EUR500,000)
on a fixed price contract basis. Additional project costs amount to
EUR308,698. We have included additional finance costs of 5% on
costs and a developers profit of 5% on costs. As at the date of
valuation, a Phase 1 payment of EUR1,500,00 (Inc. site cost) had
been paid with Phase 2 payment of EUR1,500,000 approved for
drawdown.
We note from letter dated, 29 June 2021 prepared by Morgan
Architects in respect of Block C (Extension), IDA Business &
Technology Park, Athlone, Co. Westmeath that the construction work
carried out as at the date of writing were, in the authors opinion,
in accordance with the Building Control (Amendment) Regulations.
The author further confirms that the works carried out as at that
date were in substantial compliance with the planning orders
Valuation Approach Those properties characterised as investment
properties have primarily been valued using the income
capitalization method using the Term and Reversion or Hardcore
approach depending on the current rent relative to Market Rent at
reversion. The comparable method has been utilised in determining
appropriate capitalization yields and Market Rents and in
contrasting resultant capital values and yield profiles. We have
made allowances for void and tenant incentives at lease
expiries.
Where properties are held for development or in the course of
development, we have utilised the Residual Method whereby the
estimated costs of completing the permitted development (including
construction costs, fees and other development costs,
contingencies, costs of finance and developer's profit) are
deducted from the gross development value of the completed project
to determine the residual land value.
Material Difference In accordance with Rule 29.4 of the Irish
Takeover Rules, we have been asked to confirm that a current
valuation of the Properties would not be materially different to
the valuation as at 30 June 2021.
We hereby confirm that as at the date of this report:
(ii) we have not become aware (after having made enquiry of the
Company) of any material change since 30 June 2021 in any matter
relating to any property covered by our Valuation Report which in
our opinion would cause a current valuation to be materially
different to that reported herein, and
(iii) in relation to market conditions and movements in the
property markets in which the properties covered by our Valuation
Report are located, based on observed transactions involving
comparable properties which have occurred and independent data
published, in each case, since 30 June 2021, we do not consider
that the movement in respect of the subject properties opinion
would cause a current valuation to be materially different.
Verification We recommend that before any financial transaction
is entered into based upon these valuations, you obtain
verification of the information contained within our report and the
validity of the assumptions we have adopted.
We would advise you that whilst we have valued the Properties
reflecting current market conditions, there are certain risks which
may be, or may become, uninsurable. Before undertaking any
financial transaction based upon these valuations, you should
satisfy yourselves as to the current insurance cover and the risks
that may be involved should an uninsured loss occur.
Reliance This Report may be relied upon by the Addressees only
for its stated purpose and to the fullest extent permitted by law,
we do not assume any responsibility and will not accept any
liability to any other person for any loss suffered by any such
other person as a result of, arising out of, or in accordance with
the Valuation Report .
No reliance may be placed upon the contents of this Report by
any party for any purpose other than in connection with the Purpose
of the Valuation.
Neither the whole of the Valuation Report, nor any part, nor
reference thereto, may be published in document other than the Rule
2.5 Announcement without our prior written approval of the form and
context in which it will appear.
Nothing in this Letter or in our standard reporting terms and
conditions of engagement attached to this Letter excludes or limits
our liability to the extent that such liability may not be excluded
or limited as a matter of applicable law or regulation
Publication We confirm that Lisney has given its consent to the
inclusion of this Report in the Rule 2.5 Announcement in the form
and context in which it appears.
Neither the whole of the Valuation Report, nor any part, nor
reference thereto, may be published in document other than the Rule
2.5 Announcement without our prior written approval.
If at any stage it is intended to include any Valuation or
Report, or any reference thereto, in any Prospectus, Circular to
shareholders or similar public document which does not constitute
an Offer Document, our specific consent will be required.
Yours faithfully
Brian Gilson MSCSI MRICS MCI Arb
RICS Registered Valuer
Senior Director
For and on behalf of
Lisney
Valuation Assumptions
Introduction An "Assumption" is as defined in the RICS Valuation
- Global Standards and International Valuation Standards (IVS) "is
made where it is reasonable for the valuer to accept something is
true without the need for specific investigation or
verification".
The Company has confirmed, and we confirm that our Assumptions
are correct as far as the Company and we, respectively, are aware.
In the event that any of these Assumptions prove to be incorrect
then our valuations should be reviewed. The principal Assumptions
which we have made are stated within this valuation report.
For the avoidance of doubt, the Assumptions made do not affect
compliance with the approach to Market Value under the Red
Book.
Capital Values The valuations have been prepared on the basis of
"Market Value", which is defined in the RICS Valuation - Global
Standards effective from 31 January 2020 as:
"The estimated amount for which an asset or liability should
exchange on the valuation date between a willing buyer and a
willing seller in an arm's-length transaction after proper
marketing and where the parties had each acted knowledgeable,
prudently and without compulsion".
Our valuations reflect usual deductions in respect of
purchaser's costs.
The Properties have been valued individually and not as part of
a portfolio.
Rental Values Rental Values have been assessed on the basis of
"Market Rent", which is defined in the RICS Valuation - Global
Standards effective from 31 January 2020 as:
'The estimated amount for which an interest in real property
should be leased on the valuation date between a willing lessor and
a willing lessee on appropriate lease terms in an arm's length
transaction, after proper marketing and where the parties had each
acted knowledgeably, prudently and without compulsion'
Titles, Tenures and Details concerning Title, Tenancies and Town
Planning has been provided for us
Lettings or obtained from the appropriate sources, but has not
been checked against the relevant documentation.
We have based our valuation on the assumption that there is good
and marketable title commensurate with current conveyancing
practice.
Moreover, our valuation is predicated on the assumption that
there are no undisclosed rights of way, easements, charges,
encumbrances, restrictions or other related rights, onerous or
otherwise, attaching to the property.
You should not rely upon our interpretation of any leases
without first obtaining legal advice.
Where the property is occupied under the terms of a lease
agreement/agreements it is assumed, unless advised otherwise,
that:
-- There are no undisclosed tenant improvements which will
affect our opinion of market rent (MR).
-- Unless otherwise stated all rent reviews are to be assessed
with reference to current full market rental levels.
-- Tenant/tenants fully comply with lease obligations and are
responsible (unless otherwise stated) for the payment of inter alia
rent, local authority business rates, insurances, service charge
(where applicable).
-- Where rent reviews are impending and/or outstanding all
notices have been served appropriately in accordance with lease
obligations and conditions.
-- there are no user restrictions or other restrictive covenants
which would adversely affect value.
We have not undertaken any detailed investigations on the
covenant strength of the tenants. Unless informed to the contrary
we will assume that there are no significant arrears and that the
tenants are able to meet their obligations under their leases or
agreements .
Town Planning We have not undertaken planning enquiries. Our
valuations have been undertaken on the assumption that all
necessary planning permissions, building regulations and/or byelaw
consents have been obtained and fully complied with for the present
use and construction of the premises.
Structure We have not carried out a building survey of any
property nor have we tested services. We have not inspect those
parts of the property, which are covered, unexposed or
inaccessible. Such parts are assumed to be in good repair and
condition. We have not arranged for the testing of electrical,
heating, plant or other services.
Our valuations are reflective of the apparent general state of
repair of the properties noted during inspections, but does not
give any warranty of the condition of the structure, foundation,
soil and services. The valuations are provided on the basis that
the properties free from defect unless otherwise advised.
We have investigated the presence or absence of High Alumina
Cement, Calcium Chloride, Asbestos or other deleterious, hazardous,
prohibited or suspect materials. Unless otherwise advised, we
assume that none have been used in the construction of the
properties.
Unless otherwise advised, we assume that the building complies
with all statutory requirements.
Measurement Unless otherwise advised, we have not undertaken
measurement surveys of the Properties. For the purposes of our
valuation we have generally relied upon the floor area measurements
as provided to us by the Company which we have assumed to be taken
in accordance with RICS Property Measurement Standards
(Incorporating International Property Measurement Standards) 2nd
Edition . All areas are reported on the appropriate basis, in
keeping with general market practices .
Site Conditions & We have not investigated ground conditions
/ stability and unless advised to the
Contamination contrary we have undertaken our valuations on the
basis that all buildings have been constructed having appropriate
regard to the existing ground conditions or that these would have
no unusual effect on building costs, property values or viability
of any development or existing buildings. We have not undertaken
investigations or tests in relation to the presence of pollution or
contaminative substances in the subject or adjoining lands
(including any ground water). Unless otherwise advised, our
valuations are prepared on the basis that there are no such matters
that would materially affect value.
Unless advised otherwise we have assumed that Japanese Knotweed
or other contaminative invasive species are not present on the
properties.
Plant and Machinery Our valuations include all the usual
building services, fixtures and fittings attached to or forming an
integral part of the properties but excluding all other tenants or
occupiers trading fixtures and plant and machinery and associated
services.
Supply of Information We accept no liability for any
inaccuracies contained in information disclosed by the Company
whether supplied directly by the Company or by a Third Party.
Indeed, should any inaccuracies be identified within the
information provided to us, the valuations should be reviewed
accordingly.
Taxation, Costs and No allowance has been made for expenses for
realisation, letting, or any taxation
Realisation Costs liability arising from a sale or development
of the properties. The valuations are exclusive of any VAT or other
sales tax that may be charged. No allowance has be made for the
existence of any mortgage or similar financial encumbrance on or
over the properties and no account taken of any leases between
subsidiaries. For the avoidance of doubt, our valuations are
exclusive of VAT and all rents stated in this report are exclusive
of VAT.
Appendix 1
Schedule of Market Values
SCHEDULE TO VALUATION REPORT
Property Category Market Value Contracted Market Tenant(s) Lease Expiry Review Break Floor Floor
as at 30 June Income rent Term Area Area
2021 Sq.m Sq.
Ft.
Canal House, Regional
Portarlington, Retail
Co. Laois / Office EUR920,000 EUR106,500 EUR55,200 Entire 829.44 8,928
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
O'Hanlon 20.75 31/03/2027 29/06/2021 N/A
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
OPW 20 31/11/22026 01/12/2021 N/A
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Bridge Centre,
Tullamore, Co. Regional
Offaly Retail EUR1,530,000.00 EUR209,180.00 EUR160,600.00 Entire 579.44 6,237
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Holland 10 09/05/2023 10/05/2018 09/05/2018
and Barrett (Expired)
(Outstanding)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Paul Byron 25 11/09/2030 12/09/2025 12/09/2025
Shoes
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Eurogeneral 10 12/07/2025 N/A 12/07/2020
(Expired)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
EBS 10 01/07/2030 30/06/2025 30/06/2025
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
An Post 10 31/07/2031 N/A N/A
GF
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
An Post 10 31/07/2031 N/A N/A
FF
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Unit L2 Naas
Enterprise
Park, Vacant
Naas, Co. Provincial (Formerly
Kildare Industrial EUR2,625,000.00 EUR0.00 EUR252,900.00 DSG) n/a n/a n/a n/a 3,132.97 33,723
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Block 2, IDA
Business &
Technology
Park, Athlone, Provincial
Co. Westmeath Industrial EUR5,635,000.00 EUR483,436.00 EUR483,400.00 Entire 4354.51 46,872
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
KCI 25 17/09/2034 17/09/2024 16/09/2023
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
KCI (Car 15.5 17/09/2034 18/09/2019 16/09/2023
Park) (Outstanding)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Old Mill Lane, Regional
Listowel, Co. Retail
Kerry / Office EUR1,690,000 EUR240,000 EUR161,900 Entire 2,006.15 21,594
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
OPW 20 11/07/2027 N/A N/A
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Mill Lane 25 19/02/2043 20/02/2024 20/02/2025
Retail
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Iceland 10 19/03/2028 19/03/2023 19/03/2023
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Parking 35 28/03/2035 N/A N/A
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Block B Ashtown Suburban
Gate Office EUR4,975,000.00 EUR408,425.00 EUR380,400.00 1571.64 16,917
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
OPW (G&F) 25 31/01/2032 01/02/2022 31/01/2027
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
ESRI (2) 20.5 16/11/2024 N/A N/A
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Block C Ashtown Suburban
Gate Office EUR5,125,000.00 EUR391,373.00 EUR396,100.00 1508.00 16,232
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Intrum 25 18/08/2027 19/08/2022 N/A
Justitia
Ireland
Ltd (1)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Waterways 20 07/01/2022 N/A N/A
Ireland
(2)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
OPW Cars 1 18/02/2022 N/A N/A
(11)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Intrum 1 13/02/2022 N/A N/A
Justitia
Ireland
Ltd Cars
(10)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
OPW (G) 15.17 31/01/2032 01/02/2022 31/01/2022
(Expired)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Essentra
Unit 7 Airways, Packaging
Santry, Dublin Suburban Ireland
9 Industrial EUR3,180,000.00 EUR160,000.00 EUR279,100.00 Limited 15 30/06/2030 01/07/2020 30/06/2025 3,841.08 41,345
(Outstanding)
-------------------------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Essentra
Unit 8 Airways, Packaging
Santry, Dublin Suburban Ireland
9 Industrial EUR3,575,000.00 EUR160,000.00 EUR314,700.00 Limited 15 31/01/2031 01/02/2021 31/01/2026 4,330.96 46,618
(Outstanding)
-------------------------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
One Gateway,
East Wall,
Dublin Suburban
1 Office EUR19,350,000.00 EUR1,277,125.00 EUR1,502,300.00 4783.95 51,494
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Whirlpool 10 18/06/2026 19/06/2021 18/06/2023
(G+1)
(Outstanding)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Vacant 10 18/06/2026 19/06/2021 18/06/2021
2 (Formerly (Triggered)
Whirlpool)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
ESB (2, 4.75 31/12/2021 N/A N/A
3 &5)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Colt (Part 9.92 23/08/2023 N/A N/A
4)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Mott 3 05/06/2022 N/A 06/06/2021(Expired)
McDonald
(Part 4)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Mott 1 05/06/2022 N/A N/A
McDonald
Car Licence
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Colt Car 9.92 23/08/2023 N/A N/A
Licence
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Whirlpool 10 18/06/2026 19/06/2021 18/06/2023
Car Licence
(13)
(Outstanding)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Vacant N/A N/A N/A N/A
Cars (3)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Three Gateway,
East Wall,
Dublin Suburban ESB
1 Office EUR15,750,000.00 EUR913,420.00 EUR1,185,000.00 (Entire) 10.75 31/12/2026 01/01/2023 N/A 4,020.01 43,271
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Blackwater
House,
Mallow, Co. Regional
Cork Office EUR2,920,000.00 EUR242,092.00 EUR352,150.00 2731.35 29,400
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Vacant N/A N/A N/A N/A
Store /
Office
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
HSE (G1) 10 14/02/2026 15/02/2021 N/A
(Outstanding)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
North Cork 1 31/03/2030 31/03/2025 31/03/2021
Enter (G2a) (Triggered)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Dunloco 1 31/06/2021 N/A N/A
(G2b)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Vacant N/A N/A N/A N/A
(F3)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
QSIL & 4.92 13/01/2031 14/01/2026 13/01/2026
T.Singleton
(F4)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Hallmark 1 30/11/2020 N/A N/A
(F5a)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Vacant N/A N/A N/A N/A
(F5b)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Irish Water 10 14/09/2025 13/09/2020 N/A
(S6-8)
(Outstanding)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Vacant N/A N/A N/A N/A
(T9)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Vacant N/A N/A N/A N/A
(T10)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Irish Water 10 14/09/2025 13/09/2020 13/09/2020
(T11-12) (Outstanding) (Expired)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
2.79 Ha N/A N/A N/A N/A
at Quadrant
2 and
Quadrant
4
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Letterkenny
Office
Park,
Letterkenny, Regional
Co. Donegal Office EUR15,590,000.00 EUR1,436,720.00 EUR1,458,300.00 8536.03 91,881
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Optum (Bldg 10.6 31/03/2028 14/08/2027 N/A
1)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Optum (Bldg 10.5 31/03/2028 18/09/2027 N/A
2)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Optum (Bldg 10.5 31/03/2028 16/10/2022 N/A
3)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Optum Car 10.5 31/03/2028 16/10/2022 N/A
Park (250)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Advance
Technology
Buildings,
Waterford
IDA Business
& Technology Regional
Park, Waterford Office EUR4,150,000.00 EUR335,225.00 EUR424,100.00 3236.36 34,836
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Tech 20 31/10/2038 01/11/2023 31/10/2023
Mahindra
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
SE2 5 15/02/2025 N/A 16/02/2023
Information
Service
Ireland
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
2600 Cork Arport
Business Park, Regional
Cork Office EUR7,275,000.00 EUR354,170.00 EUR689,400.00 3792.96 40827
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Vacant N/A N/A N/A N/A
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Alter Domus 15 31/12/2035 01/01/2026 31/12/2025
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Block A, IDA
Business &
Technology
Park, Athlone, Regional
Co. Westmeath Industrial EUR3,700,000.00 EUR269,712.00 EUR313,008.00 3130.19 33,693
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
AMS 20 31/01/2031 01/02/2021 01/02/2026
(Outstanding)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
KCI 5 10/05/2025 NA NA
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Block B, IDA
Business &
Technology
Park, Athlone, Regional
Co. Westmeath Industrial EUR6,150,000.00 EUR530,000.00 EUR530,000.00 KCI 25 07/03/2033 01/03/2023 01/03/2023 5,333.01 57,404
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Block C, IDA
Business &
Technology 01/10/2024
Park, Athlone, Regional 01/10/2019 (Assumed
Co. Westmeath Industrial EUR3,255,000.00 EUR280,000.00 EUR252,569.00 PPD 20 08/10/2029 (Outstanding) not triggered) 2457.01 26,447
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Block C
Extension,
IDA Business Regional
& Technology Office
Park, Athlone, (Under
Co. Westmeath Development) EUR2,250,000.00 EUR950,000.00 EUR673,080.00 PPD 8.25 08/10/2029 n/a n/a
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Teleflex
Building,
IDA Business
& Technology
Park, Athlone, Regional
Co. Westmeath Office EUR11,550,000.00 EUR947,614.00 EUR850,688.00 Teleflex 15 29/09/2031 29/09/2021 30/09/2028 4,215.02 45,370
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Willow House
Millennium Park
Naas Suburban
Co Kildare Office EUR3,380,000.00 EUR261,200.00 EUR314,700.00 18,790
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Vacant 0 NA NA Na
(Management
Suite)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
OPW (2) 20 13/09/2025 13/09/2020 Na
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
OPW (G) 9 13/09/2025 13/09/2020 Na
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
SGS Ireland 10 30/11/2027 N/A 01/12/2022
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Car spaces
(80)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Hazel House
Millennium Park
Naas Suburban
Co Kildare Office EUR3,485,000.00 EUR330,523.00 EUR340,800.00 1807.06 19,451
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
AIB 10 01/04/2022 NA NA
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Rentokil 1 30/04/2022 NA NA
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
SGS Ireland 10 30/11/2027 30/11/2022 01/12/2022
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Vacant
Cars (20)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Car spaces
(80)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Chestnut House
Millennium Park
Naas Suburban
Co Kildare Office EUR6,200,000.00 EUR576,656.00 EUR571,400.00 2926.54 31,501
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
IFS (1) 10 29/05/2023 NA NA
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
IFS (2) 10 29/05/2023 NA NA
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Oilfield 10 12/04/2025 NA NA
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
IFS cars 10 29/05/2023 NA NA
(120)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Beech House
Millennium Park
Naas Suburban
Co Kildare Office EUR2,235,000.00 EUR229,310.00 EUR225,200.00 1200.96 12,927
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Horse Sport 10 31/12/2026 31/12/2021 01/09/2022
Irl
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
PHECC 10 21/05/2027 22/05/2022 20/05/2024
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Car Spaces
(54)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Birch House
Millennium Park
Naas Suburban
Co Kildare Office EUR8,700,000.00 EUR0.00 EUR696,700.00 Aldi 15 14/07/2035 15/07/2025 30/06/2030 3747.06 40,333
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Car Spaces
(156
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Ash House
Millennium Park
Naas Suburban 29/06/2021
Co Kildare Office EUR3,300,000.00 EUR325,601.00 EUR331,300.00 GEA 20 29/06/2026 (Expired) 29/06/2026 1775.19 19,108
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Car Spaces
(81)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
3026 Lake Drive
City West
Business
Campus Suburban
D24 RC8V Office EUR2,790,000.00 EUR230,000.00 EUR234,200.00 975.48 10,500
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Applus 20 01/07/2040 06/01/2025 01/07/2030
GF
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Applus 20 01/07/2040 06/01/2025 01/07/2030
FF
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
42
-------------------------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
3022 Lake Drive
City West
Business
Campus Suburban
D24 E288 Office EUR3,050,000.00 EUR252,298.00 EUR290,900.00 1154.23 12,424
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Nixdorf 10 31/01/2023 NA NA
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Nixdorf 10 31/01/2023 NA NA
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
43
-------------------------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
3030 Lake Drive
City West
Business
Campus Suburban
D24 KX6Y Office EUR5,550,000.00 EUR500,000.00 EUR528,600.00 Nestle 05/04/2024 05/04/2019 2141.23 23,048
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
81
-------------------------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Tanola House
Coes Road
Industrial
Estate
Coes Road,
Dundalk, Regional
Co Louth Industrial EUR8,200,000.00 EUR600,834.00 EUR626,800.00 8031.57 86,451
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Anord 20 18/02/2039 18/02/2024 18/02/2029
Mardix
(Building
1)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Anord 20 30/04/2040 01/05/2025 01/05/2030
Mardix
(Building
1)
-------------- ------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
Aggregate Market
Value EUR168,085,000.00
------------------ ---------------- ---------------- ------------ ----------- ------------ ---------------- -------------------- --------- -------
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November 19, 2021 09:20 ET (14:20 GMT)
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