Firm Placing, Placing & Open Offer, Secondary Sale
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A BREACH OF APPLICABLE LAW OR REGULATION.
This announcement is an advertisement and not a prospectus (or prospectus equivalent document) and is not an offer of securities for sale in any jurisdiction, including in or into the United States of America, Australia, Canada, Japan or the Republic of South Africa. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") expected to be published by Glenveagh Properties PLC in due course in connection with the proposed offering described below and admission of the newly issued ordinary shares (the "New Ordinary Shares") to (i) the primary listing segment of the Official List of Euronext Dublin and to trading on the main market for listed securities of Euronext Dublin; and (ii) the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. A copy of the Prospectus will, following publication, be available for inspection on the Company's website at www.glenveagh.ie (subject to limitations).
Market soundings, as defined in MAR, were taken in respect of the Capital Raise, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
This announcement contains inside information.
17 July 2018
Glenveagh Properties PLC
Firm Placing, Placing and Open Offer and Secondary Sale
Glenveagh Properties PLC ("Glenveagh" or the "Company" and, together with its subsidiaries, the "Group"), a leading Irish homebuilder listed on Euronext Dublin and the London Stock Exchange is pleased to announce a proposed Firm Placing and Placing and Open Offer of New Ordinary Shares (the "Capital Raise") to raise gross proceeds of approximately €213 million (approximately €205 million net of commissions, fees and expenses) to fund future land acquisitions and the development of new and existing sites. Alongside the Capital Raise, OCM Luxembourg EPF III QIF Holdings S.à r.l. (the "Seller") being an entity controlled by Oaktree Capital Management, L.P. ("Oaktree") intends to sell up to 55 million shares in the Company (the "Secondary Sale"), which represents approximately up to 8.2% of the Company's current issued share capital. The Secondary Sale is not conditional on the completion of the Capital Raise.
The Firm Placing and the Placing and Open Offer, subject to the satisfaction of certain conditions, are being conducted through an accelerated bookbuilding process which will be launched immediately following this announcement and which is expected to close on or around 18 July 2018. Davy and Jefferies will act as Joint Global Coordinators and Davy will also act as Sponsor to the Company in relation to the Capital Raise.
Highlights
· Intention to undertake a Firm Placing and Placing and Open Offer to raise gross proceeds of approximately €213 million (approximately €205 million net of commissions, fees and expenses):
o Approximately €85 million to be raised through the Firm Placing; and
o Approximately €128 million to be raised through the Placing and Open Offer.
· Ireland's economy continues to perform strongly, with significant unsatisfied demand for housing. Despite that demand, the residential market remains chronically under-supplied with only one other significant listed Irish-focused homebuilder.
· Land buying opportunity is actionable, accretive for shareholders and consistent with Glenveagh's overall business plan and strategy.
· The Capital Raise will enable Glenveagh to take advantage of current land buying opportunities, with the Net Proceeds (together with the other sources of funding, including the balance of the IPO Proceeds) being used to finance:
o the acquisition of certain Potential Sites, including Pipeline Sites and Future Potential Sites; and
o the development of new and existing sites principally in the Greater Dublin Area ("GDA"), and in the Cork, Limerick and Galway regions.
· Pipeline Sites include approximately €65 million of Sites in exclusivity and approximately €361 million of Sites under active negotiation, in addition to many more future opportunities involving both Glenveagh Homes and Glenveagh Living
The Capital Raise is conditional, inter alia, on the Capital Resolutions being duly passed at the Extraordinary General Meeting (the "EGM") which is expected to be convened to be held on or around 11 a.m. 13 August 2018. The Prospectus, containing details of the Capital Raise, and Circular containing a notice of the EGM are expected to be published on or around 19 July 2018 and will be available on the Company's website, www.glenveagh.ie (subject to limitations).
Glenveagh's Co-Founder and CEO Justin Bickle commented:
"We have made significant progress since our IPO and are ahead of schedule in meeting our IPO targets of acquiring land for residential building, constructing and selling houses and apartments, and scaling our business as a PLC. The Irish economy continues to perform strongly, with significant unsatisfied demand for housing. Despite that demand, the residential market remains chronically under-supplied. Glenveagh is constructing homes quickly and efficiently and is benefiting from being a listed PLC.
We have a large and robust pipeline of highly accretive land acquisition opportunities which we will action on completion of this fundraising. Buying the right land for building, in the right locations, with appropriate site and transport infrastructure and at attractive margins, is accretive for shareholders, and consistent with Glenveagh's overall business plan and strategy.
On behalf of my Glenveagh colleagues and all of our industry partners I would like to thank our existing shareholders for their continued support for our fast-growing business, and welcome new investors that will become shareholders as a result of this offering. We are committed to delivering much needed, quality housing in Ireland and look forward to reporting further progress in the coming months."
For further information please contact:
Davy (Joint Global Coordinator and Sponsor) +353 1 679 6363
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Brian Ross |
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Brian Garrahy Orla Cowzer |
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Barry Murphy |
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Jefferies (Joint Global Coordinator) +44 20 7029 8000
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Michael Old |
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Max Jones |
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Ben Wells |
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Media
Gordon MRM +353 1 665 0452
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Ray Gordon |
+353 87 241 7373 |
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David Clerkin |
+353 87 830 1779 |
Background to and Reasons for the Capital Raise
At the time of the IPO, the Group believed that prevailing conditions in the Irish economy and, in particular, the Irish residential property market, underpinned the significant long term opportunity for the Group. A recovery in Irish residential property prices, particularly in the GDA and other key regions such as Cork, Limerick and Galway, was ongoing due to an inadequate supply-side response to a renewal of demand for residential properties. The Group believed that it was well-positioned, and equipped with the necessary expertise, governance oversight and deep sector relationships, to contribute to addressing this imbalance and help satisfy the demand for residential properties by developing on land it owns itself via Glenveagh Homes or by entering into joint venture or other similar partnership arrangements via Glenveagh Living.
In order to take advantage of the opportunity, the Group contracted to acquire 26 sites, identified a substantial pipeline of sites, and launched an IPO in October 2017, raising gross proceeds in excess of €550 million (before expenses and post the exercise of the over-allotment option). Since IPO Admission, the Group has made substantial progress in continuing to assemble development land sites and commenced scaling of its housing delivery operations. Since IPO Admission, the Group has commenced development on a further eight sites (Taylor Hill, Balbriggan, Co. Dublin; Cluain Adain, Navan, Co. Meath; Proby Place, Blackrock, Co. Dublin; Ballyboughal, Co. Dublin; Donabate, Co. Dublin; Rush, Co. Dublin; Shrewsbury Road, Co. Dublin; and Maplewoods, Co. Cork) in addition to the four sites that were already under development at IPO Admission.
Since IPO Admission, the Group has also added a further 16 sites, which equates to approximately 7,000 potential units, to the land portfolio of approximately 3,100 units that was assembled as part of the IPO. As at the Latest Practicable Date, the Group's total land portfolio is now 42 sites with a total of 10,119 potential units, 31% of which are shovel-ready with 97% zoned residential.
The Group believes that the Capital Raise will enable the Company to further capitalise on the recovery of the Irish residential property market as a result of the continued expansion of the Company's land bank through targeted acquisitions. The Group also believes the Capital Raise will accelerate the growth of its operations, helping it establish it, over the medium-term, as a leading volume Irish homebuilder, that constructs high quality new homes, with an emphasis on innovation, design and customer service.
Use of Proceeds
The Company's principal use of the Net Proceeds (together with the other sources of funding, including the balance of the IPO Proceeds of approximately €80 million) will be to finance (i) the acquisition of certain Potential Sites, including Pipeline Sites and Future Potential Sites; and (ii) the development of new and existing sites principally in the GDA, as well as in the Cork, Limerick and Galway regions. The majority of the Net Proceeds are anticipated to be used to expand the land bank through further acquisitions to facilitate the growth of the Group.
Potential Sites
The Group believes that there is a €5 billion addressable land market in Ireland for potential acquisition and/or joint venture or partnership opportunities through 2022. The Group is actively pursuing the potential acquisition of certain sites, which are either in exclusivity, under active negotiation, or are listed on the market. The status of the acquisition process for such sites varies. Pipeline Sites include approximately €64.5 million in exclusivity and approximately €361 million under active negotiation. Out of the addressable land market referenced above, the Group has identified a number of potential sites that are attractive and actionable land acquisition opportunities (which fit within the parameters of the Group's business plan and strategy and which the Group believes have a reasonable prospect of being pursued successfully). The Group believes these sites are expected to become available for sale over the next 12 months, and would have a total estimated cost (excluding transaction costs and stamp duty) of approximately €803 million.
Current Trading and Outlook
The time since the IPO has been marked by strong achievements and progress across all of the Group's objectives. The Group is ahead of schedule in delivering its key IPO targets, namely acquiring land for residential building, constructing and selling houses and apartments, and scaling its business as a publicly listed company.
Since its IPO in mid-October 2017, the Group has evaluated over €1.6 billion of land opportunities and as at the Latest Practicable Date, had deployed or committed to deploy approximately €404 million of capital in land assets (80 per cent. of which has been though off-market bilateral transactions with sellers) and had a land-bank consisting of 42 sites, with the potential to develop 10,119 units, with 82 per cent. of those units located in the GDA. This includes the Castleforbes Acquisitions for a cost of approximately €65 million (including stamp duty and acquisition costs), with the potential to deliver 650 units subject to planning. Further, the Group has signed agreements to effect the Proposed Acquisitions, with a combined cost of €55 million (including stamp duty and acquisition costs), with the potential to deliver 2,130 units subject to planning. As at the Latest Practicable Date, construction had commenced on 12 sites for Glenveagh Homes with approximately 700 units currently under construction and approximately 800 expected to be under construction by the end of 2018. Sales activity has been strong with 278 units signed or reserved between 1 January 2018 and the Latest Practicable Date. The Group is currently selling from six sites, which it expects to increase to eight sites during 2018.
Glenveagh Homes remains on target to deliver 250 completed and sold units by year-end and retains its principal focus going forward in constructing well-built houses for the starter home market which represent good value for money. The speed and skill with which Glenveagh Homes has opened its construction sites post IPO and the use of off-site construction methodologies, including timber frames, give the Directors confidence regarding the achievement of the Group's unit delivery targets of 725 and 1,000 in 2019 and 2020, respectively. Glenveagh Homes also continues to evaluate its options for its Herbert Hill, Dundrum site following reverse enquiries from certain institutional investors seeking yielding rental product in key urban centres.
The Group's market backdrop remains favourable with significant demand for housing, particularly starter homes, clearly evident across the Group's selling sites. Land acquisition conditions remain attractive for the Group given the nature of the sellers, favourable prices when purchasing sites of scale, and the opportunity to achieve gross margins in line with projections. A number of significant land opportunities are expected to be brought to market by various parties over the coming months.
House price inflation and construction cost inflation are tracking in line with the Group's expectations and the Group sees central government policy initiatives encouraging building delivery such as fast-track planning, the Help to Buy scheme, the vacant site levy and changes to apartment regulations as a net positive for the Group.
The Secondary Sale
Alongside the Capital Raise, the Seller intends to sell up to 55 million shares in the Company (the "Secondary Sale"), which represents approximately up to 8.2% of the Company's current issued share capital. The Secondary Sale is not conditional on the completion of the Capital Raise, with the Secondary Sale expected to settle on 23 July 2018. Lock-up commitments for a period of 90 days, subject to certain customary exceptions, will be given by the Seller. Glenveagh has also received an irrevocable undertaking from the Seller to vote in favour of the Capital Resolutions in respect of its aggregate holdings as at the time of the EGM of 13 August 2018.
Summary of the principal terms of the proposed Firm Placing and the Placing and Open Offer
Structure
The Company intends to raise gross proceeds of approximately €213 million (approximately €205 million net of commissions, fees and expenses) through the issue of New Ordinary Shares by way of the Firm Placing and the Placing and Open Offer. The Issue Price and the exact number of New Ordinary Shares to be issued pursuant to the Firm Placing and Placing and Open Offer are to be determined following the bookbuild. The bookbuild will open with immediate effect following the publication of this announcement. The Capital Raise is conditional, among other things, on Shareholder approval of the Capital Resolutions, which will be sought at the Extraordinary General Meeting.
Firm Placing
The Company is proposing to issue Firm Placed Shares pursuant to the Firm Placing.
The Firm Placed Shares are not subject to clawback and do not form part of the Placing and Open Offer. The Firm Placing is expected to raise approximately €85 million (prior to deduction of commissions, fees and expenses). The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer.
The Firm Placed Shares, when issued and fully paid, will be identical to, and rank pari passu with, the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or delivered after Admission.
The Firm Placees will not be entitled, by virtue of their subscription for Firm Placed Shares, to participate in the Open Offer (but this is without prejudice to any right that any Firm Placee may have to participate in the Open Offer to the extent that any such Firm Placee separately has any Open Offer Entitlements).
Placing and Open Offer
The Company intends to raise approximately €128 million (prior to deduction of commissions, fees and expenses) through the Placing and Open Offer. The Placing Shares, which are subject to clawback under the Open Offer, are being conditionally placed with institutional and other investors.
Qualifying Shareholders will be given the opportunity to apply for the Open Offer Shares at the Issue Price, subject to the Terms and Conditions of the Capital Raise, up to a maximum of their pro rata entitlement on the Record Date.
Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number of New Ordinary Shares. Fractional entitlements will be aggregated and will be placed pursuant to the Placing for the benefit of the Company.
The New Ordinary Shares issued under the Placing and Open Offer, when issued and fully paid, will be identical to and rank pari passu with the Existing Ordinary Shares, including with respect to the right to receive all dividends or other distributions made, paid or declared after Admission.
Qualifying Shareholders may apply for any whole number of New Ordinary Shares up to their maximum entitlement which, in the case of Qualifying Non-CREST Shareholders, is equal to the number of Open Offer Entitlements as shown on their Application Form or, in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock account in CREST.
Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their Open Offer Entitlements.
No application in excess of a Qualifying Shareholder's Open Offer Entitlement will be met, and any Qualifying Shareholder so applying will be deemed to have applied for his Open Offer Entitlement only.
Application will be made for the Open Offer Entitlements to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST at 8.00 am on 19 July 2018, and that the Open Offer Entitlements will also be enabled for settlement in CREST at 8.00 am on 20 July 2018.
Important Notice
The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's claims processing unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but will be available for subscription under the Placing with the net proceeds of the Placing retained for the benefit of the Company.
Conditions
The Firm Placing and Placing and Open Offer are conditional upon:
· the passing of all of the Capital Resolutions at the EGM;
· Admission becoming effective by not later than 8.00 a.m. on 14 August 2018 (or such later time and/or date as the Company and Joint Global Co-ordinators may agree, not being later than 8.00 a.m. on 28 August 2018); and
· the Placing and Open Offer Agreement having become unconditional in all respects and not having been terminated in accordance with its terms.
Accordingly, if any such conditions are not satisfied or if the Placing and Open Offer Agreement is terminated in accordance with its terms, the Firm Placing and Placing and Open Offer will not proceed, any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies received under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.
Prospectus
The Prospectus is expected to be published on or around 19 July 2018 containing full details of how Shareholders can participate in the Capital Raise. The Circular containing a notice of an EGM expected to be held at 11.00 a.m. on 13 August 2018, is also expected to be published on or around 19 July 2018. Completion of the Capital Raise is conditional, inter alia, upon the passing of the Capital Resolutions set out in the Circular.
Copies of the Prospectus and the Circular will be available at the registered office of the Company and at the offices of A&L Goodbody at IFSC, North Wall Quay, Dublin 1, D01 H104, Ireland during normal business hours on any weekday (except Saturdays, Sundays and public holidays) from the date of its publication until Admission. The Prospectus and Circular will both be available on the Company's website, www.glenveagh.ie (subject to limitations).
Application for Admission
Applications will be made to (i) Euronext Dublin for the New Ordinary Shares to be admitted to listing on the primary listing segment of the Official List of Euronext Dublin; (ii) the UK Listing Authority for the New Ordinary Shares to be admitted to listing on the standard listing segment of the Official List of the UK Listing Authority; (iii) Euronext Dublin for the New Ordinary Shares to be admitted to trading on its regulated market for listed securities; and (iv) the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed securities. Subject to the conditions above being satisfied, it is expected that Admission will become effective on 14 August 2018 and that dealings will commence at 8.00 a.m. on the same day.
Expected timetable of principal events
Please refer to the notes for the timetable set out below.
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Record Date for entitlements to participate in the Open Offer |
6.00p.m. on 17 2018 |
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Announcement of the Capital Raise |
17 July 2018 |
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Ex-entitlement date for the Open Offer |
8.00a.m. on 19 July 2018 |
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Publication of the Prospectus |
19 July 2018 |
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Posting of the Circular and Form of Proxy to Qualifying Shareholders and posting of Application Forms to Qualifying Non-CREST Shareholders |
19 July 2018 |
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Open Offer Entitlements credited to stock accounts in CREST for Qualifying CREST Shareholders |
20 July 2018 |
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Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST (i.e. if your Open Offer Entitlements are in CREST and you wish to convert them into certificated form) |
4.30 p.m. on 3 August 2018 |
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Latest recommended time and date for depositing Open Offer Entitlements into CREST (i.e. if your Open Offer Entitlements are represented by an Application Form and you wish to convert them into uncertificated form) |
3.00 p.m. on 6 August 2018 |
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Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 7 August 2018 |
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Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) |
11.00 a.m. on 9 August 2018 |
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Latest time and date for receipt of Forms of Proxy or submission of proxy votes electronically |
11.00 a.m. on 9 August 2018 |
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Announcement of the take-up under the Open Offer |
10 August 2018 |
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Time and date of EGM |
11.00 a.m. on 13 August 2018 |
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Announcements of results of EGM |
13 August 2018 |
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Issue of the New Ordinary Shares pursuant to the Capital Raise and Admission and expected commencement of dealings in the New Ordinary Shares issued under the Capital Raise on Euronext Dublin and the London Stock Exchange |
8.00 a.m. on 14 August 2018 |
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CREST stock accounts expected to be credited for the New Ordinary Shares in uncertificated form under the Capital Raise |
As soon as practicable after 8.00a.m. on 14 August 2018 |
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Share Certificates for New Ordinary Shares issued under the Capital Raise expected to be dispatched |
On or about 27 August 2018 |
Notes
1. All references to time in this announcement are to Dublin time unless otherwise stated.
2. The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement and in any other documents issued by the Company in connection with the Capital Raise or Admission may be adjusted by the Company, in which event details of the new times and dates will be notified to a Regulatory Information Service and, where appropriate, to Qualifying Shareholders. In particular, in the event that withdrawal rights arise under Regulation 52 of the Prospectus Regulations prior to Admission, the Company and the Joint Global Co-ordinators may agree to defer Admission until such time as such withdrawal rights no longer apply.
3. Different deadlines and procedures for return of forms may apply in certain cases.
4. Shareholders should note that any Existing Ordinary Shares sold prior to the close of business on 17 July 2018, the last day on which the Existing Ordinary Shares trade with entitlement, will be sold to the purchaser with the right to receive Open Offer Entitlements.
5. The ability to participate in the Open Offer is subject to certain restrictions relating to Shareholders who have registered addresses, or who are resident or located, outside Ireland or the United Kingdom, details of which will be set out in the Prospectus.
Important Notices
The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom. Persons into whose possession this announcement (or any other offer or publicity material relating to the New Ordinary Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any New Ordinary Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any State or other jurisdiction of the United States, and may not be offered, sold or resold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States. No public offering of securities is being made in the United States.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, directly or indirectly, securities to any person in Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or The Republic of the Republic of South Africa.
This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with the admission of the New Ordinary Shares to the Official List of each of Euronext Dublin and the FCA and to trading on Euronext Dublin and the London Stock Exchange. Copies of the Prospectus will, following publication, be available from the Company's registered office, at the offices A&L Goodbody at IFSC, North Wall Quay, Dublin 1, D01 H104, Ireland and on the Company's website www.glenveagh.ie (subject to limitations).
This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors") and in Ireland only to certain other investors being clients of Davy. Any investment or investment activity to which this announcement relates is available only to Qualified Investors in any member state of the EEA and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents. Any subscription of New Ordinary Shares in the Open Offer should be made solely on the basis of the information contained in the Prospectus to be issued by the Company in connection with the Open Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.
Certain statements contained in this announcement constitute "forward-looking" statements regarding the belief of current expectation of the Company and the Directors about the Company's financial condition, results of operations and business. Forward-looking statements are sometimes identified by the use of forward-looking terminology as "may ", "could ", "should ", "will ", "expect ", "intend ", "estimate ", "anticipate ", "assume ", "believe", "plan ", "seek ", "continue", "target ", "goal ", "would" or the negative thereof, other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Group or the markets in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. None of the Company, Davy or Jefferies undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph.
The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the New Ordinary Shares, for whom an investment in the New Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Capital Raise will proceed and that Admission will occur and you should not base your financial decisions on the Company's intention in relation to the Admission and Capital Raise at this stage. Acquiring New Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. This announcement does not constitute a recommendation concerning the Capital Raise. The price and value of the New Ordinary Shares and any income from these may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Capital Raise or Admission cannot be relied upon as a guide to future performance.
Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and no one else in connection with the Capital Raise and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing any advice in relation to the Capital Raise, Admission, or any matter referred to herein. Jefferies, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Capital Raise or any matter referred to herein.
In connection with the Capital Raise, each of Davy and Jefferies, or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase New Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Ordinary Shares and other securities of the Company or related investments in connection with the Capital Raise or otherwise. Accordingly, references in the Prospectus, once published, to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Davy or Jefferies or any of their respective affiliates acting as investors for their own accounts. Neither Davy nor Jefferies nor any of their respective affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Company, Davy, Jefferies or any of their respective affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, the Company, Davy, Jefferies and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively, in respect of the Capital Raise.
Definitions and Glossary
PART A: DEFINITIONS
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"€" or "EUR" or "euro" |
the lawful currency of the EU (as adopted by some member states of the EU) |
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"Admission" |
the admission of the New Ordinary Shares to the primary listing segment of the Official List of Euronext Dublin and the standard listing segment of the Official List of the FCA, and to trading on Euronext Dublin's main market for listed securities and the London Stock Exchange's main market for listed securities, becoming effective |
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"Application Form" |
the personalised application form being sent to Qualifying Non-CREST Shareholders for use in connection with the Open Offer |
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"Articles" |
the articles of association of the Company (as adopted with effect from IPO Admission) |
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"Business Day" |
a day on which banks are open for business in Dublin and London (excluding Saturdays, Sundays and public holidays in Ireland and the UK) |
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"Capital Raise" |
the Firm Placing and the Placing and Open Offer |
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"Capital Resolutions" |
the resolutions relating to the Capital Raise (being resolutions 1 and 2, to be proposed at the Extraordinary General Meeting |
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"Castleforbes Acquisition Agreements" |
together the Share Sale Agreement and the Loan Sale Agreement |
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"Castleforbes Acquisitions" |
the transaction pursuant to the Castleforbes Acquisition Agreements |
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"Castleforbes Business Park" |
Castleforbes Business Park, a 2.44 hectare site in North Docklands, Co. Dublin |
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"Castleforbes Loan" |
the loan secured against Castleforbes Business Park |
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"CBI" or "Central Bank" |
the Central Bank of Ireland |
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"certificated form" or "in certificated form" |
not in uncertificated form (that is, not in CREST) |
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"Circular" |
the document dated on or around the date of the Prospectus, including a notice convening the EGM, which comprises a circular to Shareholders pursuant to the Irish Listing Rules |
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"Company" |
Glenveagh Properties PLC, a company incorporated in Ireland with company number 609461 and having its registered office at 25-28 North Wall Quay, Dublin 1 DO1 H104, Ireland |
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"CREST" |
the computerised settlement system operated by Euroclear UK & Ireland which facilitates the transfer of title to shares in uncertificated form |
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"Davy" |
J&E Davy of Davy House, 49 Dawson Street, Dublin 2, trading as Davy or, as the context so requires, any affiliate thereof or company within its group |
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"Directors" |
the directors of the Company as at the date of the Circular |
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"EGM" or "Extraordinary General Meeting" |
the extraordinary general meeting of the Company to be held at 11.00 a.m. on 13 August 2018, including any adjournment thereof, notice of which is set out at the end of the Circular |
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"EU" |
the European Union |
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"Euroclear UK & Ireland" |
Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales and the operator of CREST |
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"Euronext Dublin" |
The Irish Stock Exchange PLC trading as Euronext Dublin |
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"European Economic Area" |
the EU, Iceland, Norway and Liechtenstein |
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"Existing Ordinary Shares" |
the existing Ordinary Shares in the capital of the Company as at the Latest Practicable Date |
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"FCA" |
the UK Financial Conduct Authority |
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"Firm Placees" |
the persons with whom the Firm Placed Shares have been or are to be placed in accordance with the Firm Placing |
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"Firm Placed Shares" |
the New Ordinary Shares which are subject to the Firm Placing |
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"Firm Placing" |
the placing of the Firm Placed Shares with the Firm Placees at the Issue Price |
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"Form(s) of Proxy" |
the form of proxy for use by Shareholders in connection with the EGM |
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"FSMA" |
the United Kingdom Financial Services and Markets Act 2000, as amended |
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"Future Potential Sites" |
the sites identified by the Company as potential future developments |
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"Glenveagh Homes" |
Glenveagh Homes Limited, a company incorporated in Ireland with company number IE368093 and having its registered office at Block B, Maynooth Business Campus, Straffan Road, Maynooth, Co Kildare, 473607, Ireland (formerly known as Bridge Dale Homes Limited) |
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"Glenveagh Living" |
Glenveagh Living Limited, a company incorporated in Ireland with company number 610609 and having its registered office at 25-28 North Wall Quay, Dublin 1, Ireland |
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"IPO" |
the offering of Ordinary Shares undertaken by the Company in conjunction with IPO Admission |
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"IPO Admission" |
the admission of all of the Ordinary Shares to the primary listing segment of the Official List of Euronext Dublin and the standard listing segment of the Official List of the FCA, and to trading on Euronext Dublin's main market for listed securities and the London Stock Exchange's main market for listed securities, which became effective on 13 October 2017 |
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"IPO Sites" |
the 26 sites acquired by the Group at or shortly after IPO Admission |
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"Irish Listing Rules" |
the main securities market listing rules of Euronext Dublin |
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"Issue" |
the issue of New Ordinary Shares pursuant to the Capital Raise |
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"Issue Price" |
the price at which each New Ordinary Share is to be issued under the Capital Raise |
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"Jefferies" |
Jefferies International Limited of Vinters Place, 68 Upper Thames Street, London EC4V 3BJ, United Kingdom |
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"Joint Global Co-ordinators" |
Davy and Jefferies as joint global co-ordinators and joint bookrunners to the Firm Placing and Placing and Open Offer |
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"Latest Practicable Date" |
17 July 2018 |
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"London Stock Exchange" |
London Stock Exchange plc |
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"MAR" |
the Market Abuse Regulation (EU) 2014/596 |
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"Member State" |
a member state of the European Economic Area |
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"New Ordinary Shares" |
The New Ordinary Shares to be issued pursuant to the Capital Raise |
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"Net Proceeds" |
the product of the aggregate number of New Ordinary Shares issued pursuant to the Capital Raise multiplied by the Issue Price, less commissions, fees and expenses relating to the Capital Raise |
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"Non-Executive Directors" |
the Directors other than the Executive Directors |
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"Oaktree" |
Oaktree Capital Management, L.P. |
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"Official List" |
the official list of Euronext Dublin and/or, as appropriate, the official list maintained by the UK Listing Authority |
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"Open Offer" |
the offer to Qualifying Shareholders constituting an invitation to apply for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Prospectus, and in the case of the Qualifying Non-CREST Shareholders, the Application Form |
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"Open Offer Entitlement" |
an entitlement of a Qualifying Shareholder to apply for 1 Open Offer Shares for every 6 Existing Ordinary Shares held by him or her or it on the Record Date pursuant to the Open Offer |
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"Open Offer Shares" |
the New Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer |
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"Ordinary Shares" |
the ordinary shares of €0.001 each in the capital of the Company as described in the Articles |
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"Overseas Shareholder" |
shareholders who are resident in, or citizens of, or who have registered addresses in territories other than Ireland or the United Kingdom |
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"Pipeline Sites" |
the sites the potential acquisition of which the Company is actively pursuing |
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"Placees" |
any persons who have agreed or shall agree to subscribe for Open Offer Shares pursuant to the Placing subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer |
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"Placing" |
the conditional placing of the Placing Shares with placees in accordance with the Placing and Open Offer Agreement subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer |
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"Placing and Open Offer Agreement" |
the conditional agreement dated 17 July, between the Company and the Joint Global Co-ordinators relating to the Firm Placing and Placing and Open Offer |
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"Placing and Open Offer" |
the Placing and Open Offer |
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"Placing Shares" |
the New Ordinary Shares which are the subject of the Placing |
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"Potential Sites" |
together, the Future Potential Sites and the Pipeline Sites |
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"Prospectus" |
the Prospectus to be issued by the Company in relation to Admission and to be approved under the Prospectus Directive |
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"Prospectus Directive" |
Directive 2003/71/EC of the European Parliament and Council of 4 November 2003 (and amendments thereto, including Directive 2010/73/EU) and any relevant implementing measure in a Member State |
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"Prospectus Regulations" |
the Prospectus (Directive 2003/71 EC) Regulations 2005 of Ireland (as amended) |
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"Qualified Investors" |
persons in certain Member States who are "qualified investors" within the meaning of article 2(1)I of the Prospectus Directive |
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"Qualifying CREST Shareholders" |
Qualifying Shareholders whose Ordinary Shares are held in uncertificated form in CREST on the Record Date |
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"Qualifying Non-CREST Shareholders" |
Qualifying Shareholders whose Ordinary Shares are held in certificated form in CREST on the Record Date |
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"Qualifying Shareholders" |
holders of Existing Ordinary Shares on the register of members of the Company on the Record Date, with the exception of certain Overseas Shareholders |
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"Record Date" |
the date on which the entitlement of Qualifying Shareholders to subscribe for Open Offer Shares will be determined by reference to the register of members of the Company, expected to be 6.00p.m. on 17 July 2018 |
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"Regulatory Information Service" or "RIS" |
one of the regulatory information services maintained by Euronext Dublin and/or the FCA to receive, process and disseminate regulated information from listed companies |
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"Secondary Sale" |
the proposed sale of Existing Ordinary Shares by the Seller |
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"Seller" |
OCM Luxembourg EPF III QIF Holdings S.à r.l. |
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"Shareholder" |
a holder of Ordinary Shares |
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"UK" or "United Kingdom" |
United Kingdom of Great Britain and Northern Ireland |
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"UK Listing Authority" |
the UK Listing Authority, being the FCA acting in its capacity as the competent authority for the purposes of Part VIII of FSMA |
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"uncertificated form" or "in uncertificated form" |
recorded in the register as being held in uncertificated form in CREST and title to which, by virtue of the Uncertificated Securities Regulations 2001 (2001/3755), may be transferred by means of CREST |
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"U.S." or "USA" or "United States" |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia |
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"U.S. Securities Act" |
the U.S. Securities Act of 1933, as amended |
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PART B: GLOSSARY
The following technical terms when used throughout the Prospectus have the meanings given below, unless the context requires otherwise:
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"land bank" |
sites which are owned by the Group |
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"shovel-ready" |
with respect to homes or units, where appropriate residential zoning relating to the relevant site has been granted (or granted subject to re-zoning), in circumstances where appeals to An Bord Pleanála (the Irish planning appeals board) have been exhausted and all necessary services (including local infrastructure and/or utilities supply) for the commencement of development are in place |
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"scale" |
developing at least 2,000 units per year |
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"unit" |
a structure or part of a structure on a developed plot which is capable of being individually sold and used for either residential or commercial purposes |
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