Statement re Bovis Homes Group Plc

RNS Number : 2127Z

Galliford Try PLC

13 March 2017

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH 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.

Galliford Try Plc ("Galliford Try")

Statement re Bovis Homes Group Plc ("Bovis")

The Board of Galliford Try notes the announcement by Bovis and confirms that it has approached the Board of Bovis and has proposed an all share merger between Galliford Try and Bovis.

The Board of Galliford Try believes that Galliford Try has a strong future and recently presented its exciting five-year organic growth strategy to the market, which has been well received by investors.

The directors are confident in and committed to the delivery of this strategy, but believe that it could be enhanced and accelerated by this proposed merger, given its potential to:

·     Create a new major housebuilder with national scale and geographic coverage through the combination of the 6^th and 8^th largest UK housebuilders by completions.

·     Allow Bovis shareholders to share in the strong growth potential of Galliford Try, including benefitting from its leading position in affordable housing and regeneration.

·     Deliver significant synergies through the optimisation of the combined group's operational structures, sourcing and operating practices.

·     Create value for both Galliford Try and Bovis shareholders by delivering material improvement in key operating metrics.

Galliford Try has proposed to Bovis that the equity in the combined group would be split 52.25% to Galliford Try shareholders and 47.75% to Bovis shareholders. On the basis of the share price of Galliford Try at close of business on 10 March 2017 this would value the entire issued equity of Bovis at £1,191m or 886p per share, representing a 7.0% premium to the closing share price of Bovis on the same date.

Under Galliford Try's proposal, Galliford Try shareholders would receive the Galliford Try interim dividend announced on 21 February 2017 to be paid on 6 April 2017, and Bovis shareholders would receive the Bovis recommended final dividend announced on 20 February 2017 and payable on 19 May 2017.

A further announcement will be made when appropriate.

For the purposes of the Code, Galliford Try will be treated as the offeror company. Under Rule 2.6(a) of the Code, Galliford Try must, by 5.00 pm on 9 April 2017 either announce a firm intention to make an offer for Bovis under Rule 2.7 of the Code or announce that it does not intend to make an offer for Bovis, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

Pursuant to Rule 2.5 of the Code, Galliford Try reserves the right to amend the terms of any offer (including at any time making the offer on less favourable terms): (a) with the recommendation or consent of the Board of Bovis; (b) if Bovis announces, declares or pays any dividend or any other distribution to shareholders (with the exception of the 2016 recommended final dividend payable on 19 May 2017), in which case Galliford Try reserves the right to make an equivalent reduction to the offer consideration; (c) if a third party announces a firm intention to make an offer for Bovis on less favourable terms than those offered by Galliford Try; or (d) following the announcement by Bovis of a whitewash transaction pursuant to the Code.

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For further information please contact:

Tulchan Communications James Macey White Martin Pengelley Matt Low

Tel: [phone]

Notes to Editors

Galliford Try is a leading UK housebuilding, regeneration and construction company listed on the London Stock Exchange with a market cap. of c.£1.3bn.  It operates through three divisions:

Housebuilding: Linden Homes (which accounted for ~85% of Galliford Try's FY16 operating profit) is the UK's eighth largest housebuilder by completions. It has a landbank of approximately 11,500 plots and operates nationally, with particular strength in the South East.

Partnerships and Regeneration: Operates as a contractor and developer and is a key driver of growth for Galliford Try. Capital light business that generates high returns with low levels of risk. In FY16, the division delivered over 2,100 units, with ~25% delivered as private, mixed-tenure properties.

Construction: A high quality, UK contractor focused on delivering projects in the public and regulated sectors.

For the last financial year to 30 June 2016, Galliford Try reported Group revenue of c.£2.5bn and profit before tax of £135m.  Reported return on net assets for the same period was 25.3%.  

The directors of Galliford Try accept responsibility for the information contained in this announcement.  To the best of the knowledge and belief of the directors of Galliford Try (who have taken all reasonable care to ensure 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.

The information contained within this announcement is deemed by the Board of Galliford Try to constitute inside information for the purposes of the Market Abuse Regulation. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

In accordance with Rule 2.9 of the Code, Galliford Try announces that it has 82,883,461 ordinary shares of 50p each in issue.  The International Securities Identification Number for Galliford Try's ordinary shares is GB00B3Y2J508.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Galliford Try's website www.gallifordtry.co.uk, by no later than 12 noon (London time) on 13 March 2017. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

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