Scheme of Arrangement Effective
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.
2 January 2020
For immediate release
Galliford Try plc
Scheme of Arrangement Becomes Effective
The Board of Galliford Try plc ("Galliford Try") is pleased to announce that the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in connection with the disposal of the Linden Homes and Partnerships & Regeneration businesses of Galliford Try and Group restructuring has now become Effective in accordance with its terms as set out in the circular published by Galliford Try on 8 November 2019 (the "Circular").
Timing of implementation of the Transaction will be in accordance with the Expected Timetable of Principal Events set out in the Circular and the prospectus published by Galliford Try Holdings plc ("New Galliford Try") on 25 November 2019.
Delisting and cancellation of trading of Ordinary Shares
Delisting of Ordinary Shares from the premium segment of the Official List of the FCA and the cancellation of admission to trading of Ordinary Shares on the London Stock Exchange's main market for listed securities is expected to take effect from 8:00 a.m. tomorrow, 3 January 2020.
Admission of the New Galliford Try Shares and Consideration Shares
Admission of 111,053,489 ordinary shares with a nominal value of 50 pence each in the share capital of New Galliford Try and 63,739,385 ordinary shares with a nominal value of 50 pence each in the share capital of Bovis Homes Group PLC to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities is expected to take place at 8:00 a.m. tomorrow, 3 January 2020.
General
Defined terms used but not defined in this announcement have the meanings set out in the Circular.
All references in this announcement to times are to times in London.
Enquiries:
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Galliford Try plc Graham Prothero, Chief Executive Andrew Duxbury, Finance Director Kevin Corbett, General Counsel and Company Secretary
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01895 855 001
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Rothschild & Co (Lead Financial Adviser to Galliford Try and New Galliford Try) John Deans Neil Thwaites Peter Everest
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020 7280 5000 |
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HSBC Bank plc (Joint Financial Adviser, Joint Sponsor and Joint Corporate Broker to Galliford Try and New Galliford Try) Mark Dickenson Adam Miller Keith Welch Diraj Ramchandani
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020 7991 8888 |
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Peel Hunt LLP (Joint Financial Adviser, Joint Sponsor and Joint Corporate Broker to Galliford Try and New Galliford Try) Charles Batten Edward Knight Harry Nicholas
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020 7418 8900 |
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Tulchan Communications (PR Adviser to Galliford Try) James Macey White Martin Pengelley Elizabeth Snow
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020 7353 4200 |
Important Notice
This announcement is for information purposes only and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement shall constitute an offer or invitation to underwrite, buy, subscribe, sell or issue or the solicitation of an offer to buy, sell, acquire, dispose or subscribe for shares or any other securities.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as lead financial adviser to Galliford Try and New Galliford Try in connection with the sale of the Disposal Group (excluding for the avoidance of doubt the associated restructuring) and Admission and for no one else in connection with the Transaction and will not be responsible to anyone other than Galliford Try or New Galliford Try for providing the protections afforded to clients of Rothschild & Co or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as joint financial adviser, joint sponsor and joint corporate broker to Galliford Try and New Galliford Try in connection with the sale of the Disposal Group (excluding for the avoidance of doubt the associated restructuring) and Admission and for no one else in connection with the Transaction and will not be responsible to anyone other than Galliford Try or New Galliford Try for providing the protections afforded to clients of HSBC or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
Peel Hunt LLP ("Peel Hunt"), which is regulated by the Financial Conduct Authority in the United Kingdom, is acting as joint financial adviser, joint sponsor and joint corporate broker to Galliford Try and New Galliford Try in connection with the sale of the Disposal Group (excluding for the avoidance of doubt the associated restructuring) and Admission and for no one else in connection with the Transaction and will not be responsible to anyone other than Galliford Try or New Galliford Try for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
This announcement has been issued by Galliford Try and is the sole responsibility of Galliford Try. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Rothschild & Co, HSBC or Peel Hunt, or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party or its advisers, and any responsibility or liability, whether arising in tort, contract or otherwise in respect of this announcement or any such statement, therefore is expressly disclaimed.
Notice to US Shareholders
The issue of the shares in New Topco relates to shares of a Jersey company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended. Accordingly, the scheme of arrangement is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules.
Neither the shares in New Topco, nor the Consideration Shares proposed to be issued by Bovis Homes, have been, and nor will they be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States. Accordingly, neither the shares in New Topco nor the Consideration Shares may be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption therefrom. The shares in New Topco and the Consideration Shares are expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Galliford Try Shareholders who will be affiliates of New Topco following the Scheme becoming Effective or affiliates of Bovis Homes after completion of the Transaction will be subject to certain US transfer restrictions relating to the shares in New Topco and the Consideration Shares to be received in connection with the Transaction.
The New Galliford Try Shares have not been and are not required to be registered under the Securities Act. The New Galliford Try Shares should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and persons who receive New Galliford Try Shares (other than affiliates) may resell them without restriction under the Securities Act.
For the purposes of qualifying for the exemption from the registration requirements of the Securities Act afforded by Section 3(a)(10), Galliford Try has advised the Court through counsel that its sanctioning of the Scheme will be relied upon by New Topco and Bovis Homes as an approval of the Scheme following a hearing on its fairness to Galliford Try Shareholders.
It may be difficult for US Shareholders to enforce their rights and claims arising out of the US federal securities laws, since New Galliford Try, Bovis Homes and Galliford Try are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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