TIDMYEW
RNS Number : 1051U
Yew Grove REIT PLC
30 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
FOR IMMEDIATE RELEASE
30 NOVEMBER 2021
Recommended acquisition of Yew Grove REIT plc by Slate Office
Ireland Investment Limited , an indirect wholly-owned subsidiary of
Slate Office REIT
Publication and Posting of Scheme Document
On 19 November 2021, Yew Grove REIT plc ("Yew Grove") and Slate
Office REIT ("Slate") announced that they had reached agreement on
the terms of a cash offer for Yew Grove by Slate, which has been
unanimously recommended by the Yew Grove board of directors,
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 (the "Acquisition").
The Acquisition is to be effected by way of a scheme of
arrangement under Chapter 1 of Part 9 of the Companies Act 2014
(the "Scheme").
Yew Grove announces that it has today published a circular
relating to the Scheme (the "Scheme Document") which it has also
posted to shareholders of Yew Grove ("Yew Grove Shareholders")
together with the associated Forms of Proxy.
Capitalised terms used, but not defined, in this announcement
have the same meaning as 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:
-- 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 announcement made by Yew Grove, Slate and Bidco
under Rule 2.4 of the Irish Takeover Rules on 15 November
2021);
-- 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
-- 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 Lisney Limited as at 30 June 2021.
It is proposed that, under the Scheme, all Cancellation Shares
will be cancelled pursuant to Sections 84 to 86 of the Companies
Act 2014 and any Transfer Shares will be transferred to Bidco in
accordance with the Scheme. Yew Grove will then issue New Yew Grove
Shares to Bidco in place of the Cancellation Shares. As a result of
these arrangements, Yew Grove will become a wholly owned subsidiary
of Bidco. Yew Grove Shareholders whose shares are subject to the
Scheme will receive the Consideration (without interest and less
any applicable withholding taxes) in consideration for the
cancellation of the Cancellation Shares held by them at the Scheme
Record Time and the transfer of any Transfer Shares held by them at
the Scheme Record Time. Yew Grove Shares issued after the Scheme
Record Time will not be subject to the Scheme. Accordingly, it is
proposed that the Yew Grove Articles be amended so that any Yew
Grove Shares issued after the Scheme Record Time (other than to
Bidco and/or its nominees) will be immediately and automatically
transferred to Bidco on the same terms as under the Scheme.
The Scheme requires approval by Yew Grove Shareholders at the
Scheme Meeting to be held at 6th Floor, 2 Grand Canal Square,
Dublin 2, D02 A342, Ireland on 23 December 2021, commencing at
11.00 a.m. In addition to approval at the Scheme Meeting,
implementation of the Scheme requires various approvals by Yew
Grove Shareholders at an EGM to be held at the same location
commencing at 11.15 a.m. on 23 December 2021 or, if later,
immediately after the conclusion or adjournment of the Scheme
Meeting. If the Scheme becomes effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Scheme Meeting or the EGM (and, if they attended
and voted, whether or not they voted in favour).
COVID-19 Restrictions
The Yew Grove Board notes the various measures applying in
Ireland due to the ongoing COVID-19 pandemic. In light of these
measures, together with the uncertainty as to any additional and/or
alternative measures that may be put in place by the Irish
Government, and in order to protect the health and safety of Yew
Grove Shareholders and Yew Grove Directors, we hope that
shareholders will understand that Yew Grove Shareholders and other
attendees will not be permitted to attend the Scheme Meeting or the
EGM in person, save for the Chairperson, Yew Grove's legal advisers
and any Yew Grove Directors that may be nominated by the
Chairperson.
Instead, Yew Grove Shareholders will be given the opportunity to
attend, speak, ask questions and vote at the Scheme Meeting and the
EGM remotely via a virtual meeting platform provided by Lumi Global
and related teleconference facility, either personally, or by proxy
if an individual, or by proxy or corporate representative if a
company.
The expected timetable of principal events is attached as an
Appendix to this announcement
Yew Grove Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Enquiries:
Yew Grove Press enquiries
Jonathan Laredo / Charles Peach Tel: +353 1 485 3950
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
IFC Advisory Limited, (PR adviser to Yew Grove)
Tim Metcalfe / Graham Herring Tel: +44 20 3934 6630
Statements required by the Takeover Rules
The Yew Grove Directors accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the Yew Grove Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such
information.
Goodbody Stockbrokers UC ("Goodbody"), which in Ireland is
regulated by the Central Bank of Ireland and in the United Kingdom
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.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act
1997, Takeover Rules, 2013 (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
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 (as defined in the Irish
Takeover Panel Act 1997 (as amended)) with either of them, must
also be disclosed by no later than 12 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.
General
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, 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 through the Scheme Document
(or, if the Acquisition is implemented by way of a takeover offer,
the 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 acceptance or other response to the
Acquisition should be made only on the basis of the information in
the Scheme Document (or, if the Acquisition is implemented by way
of a takeover offer, the offer document).
Overseas Shareholders
The laws of the relevant 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 the 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 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, Bidco and Yew Grove disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Any 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.
Time
All references to times are to Irish time unless otherwise
stated.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following timetable is based on Yew Grove and Bidco's
current expected dates for the implementation of the Acquisition
and the Scheme and is subject to change .
Event Time Date
Publication of Scheme Document 30 November 2021
Voting Record Time (1) 6.00 p.m. 19 December 2021
Latest time for receipt of Forms of
Proxy for the Scheme Meeting BLUE 11.00 a.m. 21 December 2021
Form (2)
Latest time for receipt of Forms of
Proxy for the Extraordinary General 11.15 a.m. 21 December 2021
Meeting YELLOW Form (2)
Scheme Meeting 11.00 a.m. 23 December 2021
Extraordinary General Meeting (3) 11.15 a.m. 23 December 2021
Notes :
1. The Voting Record Time in respect of the Scheme Meeting is
6.00 p.m. on 19 December 2021 or if the Scheme Meeting is
adjourned, 6.00 p.m. on the day before the date that falls 72 hours
before the time appointed for the adjourned meeting. Holdings as of
the record date determine entitlement to attend remotely, speak,
ask questions and in respect of the number of ordinary shares
registered in their name, vote at the meeting, or if relevant, any
adjournment thereof. Changes in the register after that time and
date will be disregarded in determining the right of any person to
attend remotely and/or vote at the meeting or any adjournment
thereof.
The Voting Record Time in respect of the EGM is 6.00 p.m. on 19
December 2021 or if the EGM is adjourned, 6.00 p.m. on the day
before the date that falls 72 hours before the time appointed for
the adjourned meeting. Holdings as of the record date determine
entitlement to attend, speak, ask questions and in respect of the
number of ordinary shares registered in their name, vote at the
meeting, or if relevant, any adjournment thereof. Changes in the
register after that time and date will be disregarded in
determining the right of any person to attend and/or vote at the
meeting or any adjournment thereof.
2. Different deadlines and procedures for voting may apply in
certain cases. This is particularly relevant if you hold your
interest in ordinary shares in uncertificated form (i.e. via the
Euroclear Bank System, or in CDIs via CREST). All such persons who
are eligible to exercise voting rights in connection with the
Resolutions proposed for consideration at the Scheme Meeting and
EGM are strongly recommended to consult with their stockbroker or
other intermediary at the earliest opportunity given that earlier
deadlines for actions than those set out in the 'Expected Timetable
of Principal Events' will be applied by relevant service providers.
While the relevant voting deadlines will be confirmed by Euroclear
Bank and EUI (or Broadridge), and notified by, or on behalf of each
of them to EB Participants and CDI Holders respectively, the
expected voting deadlines (based on the dates specified in the
Expected Timetable of Principal Events) are as follows:
CDI Holders 7.00 p.m. on 17 December 2021
EB Participants in respect of the Scheme Meeting 10.00 a.m. on
21 December 2021
EB Participants in respect of the EGM 10.15 a.m. on 21 December
2021
3. To commence at 11.15 a.m., or, if later, as soon thereafter
as the Scheme Meeting has been concluded or adjourned.
The following sequence or dates are provided by way of indicative
guidance only, are subject to change and will depend, amongst
other things, on the date on which certain Conditions to the
Scheme are satisfied or, if capable of waiver, waived and on
the date on which the High Court sanctions the Scheme and confirms
the associated Reduction of Capital ("D"). Yew Grove will give
adequate notice of all of these dates, when known, by issuing
an announcement through a Regulatory Information Service, with
such announcement being made available at Yew Grove's website
at www.ygreit.com . Further updates or changes to other times
or dates indicated below shall, at Yew Grove's discretion,
be notified in the same way. Please also see note (4) below.
Scheme Court Hearing (application As soon as practicable after
for the High Court to sanction the the Scheme Meeting and EGM,
Scheme) and issuance of the Court which is expected to be during
Order January 2022 ("D")
Payment of the Consideration by D + 5 Business Days(6)
Bidco through the Escrow Agreement(5)
Expected last Trading Day D + 6 Business Days
Scheme Record Time 6.00 p.m. on the Effective
Date
Effective Date and Effective Time D + 6 Business Days(7)
of the Scheme
Cancellation of listings of Yew D + 7 Business Days
Grove Shares
Distribution of Consideration paid within 14 days of the Effective
under Scheme (despatch of cheques Date
(in the case of certificated holders)
and electronic transfer to Euroclear
Bank (in the case of uncertificated
holders)) by Escrow Agent(5)
End Date(8) 4 March 2022
--------------------------------------------------- --------------------------------
Notes :
4. These dates are indicative only and will depend, among other
things, on the date upon which: (i) the conditions of the Scheme
are satisfied or (if capable of waiver) waived; and (ii) the
sanction of the Scheme by the High Court and the confirmation by
the High Court of the Reduction of Capital necessary to implement
the Scheme, the delivery of a copy of the Court Order and the
minute required by Section 86 of the Companies Act 2014 related to
the Reduction of Capital to the Registrar of Companies and the
registration of the Court Order and minute by the Registrar of
Companies. The Acquisition is currently expected to be declared
effective during the first quarter of 2022. All times shown in this
announcement are Dublin times unless otherwise stated.
5. Each of Yew Grove, Slate and Bidco have assumed certain
obligations with respect to the mechanics for completion of the
Acquisition, details of which are set out in the Escrow
Agreement.
6. This represents the maximum expected time for drawdown and
payment of the Consideration by Bidco through the Escrow Agreement
following the Scheme Court Hearing. In the event that the
Consideration is paid by Bidco on an earlier date following the
Scheme Court Hearing, the date for subsequent principal events
(other than the End Date) would likewise occur earlier.
7. The Effective Date and Effective Time of the Scheme may
alternatively occur on D + 7 Business Days. Yew Grove Shareholders
will be notified of the Effective Date and Effective Time, once
known, through an announcement on a Regulatory Information
Service.
8. This is the latest date by which the Scheme may become
effective. However, the Long Stop Date may be extended to such
later date as Yew Grove and Bidco may agree in writing (with the
Panel's consent and as the High Court may approve (should such
approval(s) be required)).
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END
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