NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") and there can be no certainty that an offer will be made.
Announcement of a Possible Offer regarding Redrow plc
31 August 2012
Bridgemere Securities Limited ("Bridgemere") and Toscafund Asset Management LLP ("Tosca") and Penta Capital LLP ("Penta") note the recent movement in the share price of Redrow plc ("Redrow"). Bridgemere and Tosca / Penta wish to notify shareholders that they have made an initial approach to the independent directors of Redrow and are considering the possibility of making an all cash offer for Redrow of 152 pence per Redrow share. This approach is at a preliminary stage and no decisions have yet been made. There can be no certainty that an offer will ultimately be made for Redrow.
The potential offer price of 152 pence per Redrow share represents:
a significant premium of 23.8% to the 90 trading day volume-weighted average Redrow share price of 122.7 pence per share; and
a strong value proposition when considered in the context of Redrow's share price performance in recent years, which has seen Redrow shares trade at a significant discount to reported Net Asset Value over an extended period.
The possible offer price of 152 pence per share compares to the December 2011 reported Net Asset Value of 150 pence per share(1) and the adjusted December 2011 reported Net Asset Value of 146 pence per share(2).
Bridgemere is a company controlled by Steve Morgan, the Chairman of Redrow. At the date of this announcement Bridgemere holds shares representing approximately 40.4% of the entire issued share capital of Redrow and Toscafund Asset Management LLP holds shares representing approximately 13.8% of the entire issued share capital of Redrow. Bridgemere and Tosca / Penta are not yet considered joint offerors for the purposes of the Code but are in discussions with the Takeover Panel and Redrow in respect of this matter. There is no certainty that Bridgemere and Tosca / Penta will be considered joint offerors.
In accordance with Rule 2.6(a) of the Code, Bridgemere and Tosca / Penta will have until 5pm on 28 September 2012 to announce either a firm intention to make an offer for Redrow or that they do not intend to make an offer. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
Pursuant to Rule 2.5(a) of the Code, Bridgemere and Tosca / Penta reserve the right to reduce the level of the consideration to be paid with the recommendation of the independent directors of Redrow and also to vary the form and/or mix of the consideration.
(1) Source: Redrow interim results for the six months to 31 December 2011.
(2) Source: Redrow interim results for the six months to 31 December 2011 and Firm Placing and Open Offer announcement of 24 April 2012. December 2011 net assets of £462.1 million plus £78 million of equity (net of expenses) equals a total of £540.1 million, which when divided by outstanding ordinary shares of 369,799,938 equals an adjusted NAV per share of £1.46.
For enquiries please contact:
Barclays Bank Plc - Corporate and Investment Banking
Mark Warham, Managing Director Tel: +44 (0)20 7623 2323
Derek Shakespeare, Managing Director
A copy of this announcement will be available, subject to certain restrictions, for inspection on Bridgemere's website at www.bridgemere-group.co.uk, Tosca's website at www.toscafund.com and Penta's website at www.pentacapital.com.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. Or more of any class of relevant securities of Redrow or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Redrow and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Redrow or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. Or more of any class of relevant securities of Redrow or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Redrow and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Redrow or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by Redrow and by any offeror and Dealing Disclosures must also be made by Redrow, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of Redrow and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.