Further extension of PUSU deadline
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 SUCH JURISDICTION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE 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 ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER, IF MADE, MAY BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
13 April 2023
Home REIT plc
("Home REIT" or the "Company")
Further extension of PUSU deadline
On 16 February 2023, Home REIT announced that it was considering all strategic options including the possible sale of the Company, and that it had received an unsolicited approach from Bluestar Group Limited ("Bluestar") regarding a possible offer (likely to be in cash) for the entire issued share capital of the Company.
Discussions with Bluestar remain ongoing at this time. Therefore, in accordance with Rule 2.6(c) of the Code, at the Company's request, the Panel on Takeovers and Mergers (the "Takeover Panel") has consented to a further extension to the deadline by which Bluestar is required either to announce a firm intention to make an offer for Home REIT in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00 p.m. (London time) on 11 May 2023.
This revised deadline may be extended further, at the request of the Board of Home REIT and with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code, and the requirement to make an announcement in accordance with Rule 2.6(a) will cease to apply in the circumstances set out in Rule 2.6(b) of the Code (if a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code is announced by another offeror prior to the deadline).
Shareholders should note that there can be no certainty that an offer will ultimately be made for the Company, nor as to the terms on which any firm offer might be made. A further statement will be made as and when appropriate.
The Company remains in an "offer period" as defined in the Code. Accordingly, the dealing disclosure requirements listed below apply.
The person responsible for arranging the release of this announcement on behalf of the Company is FTI Consulting.
This announcement has been made with the consent of Bluestar.
FOR FURTHER INFORMATION, PLEASE CONTACT:
|
Smith Square Partners (Financial Adviser) John Craven Toby Rolls |
+44 (0)20 3696 7260 |
|
FTI Consulting (Communications Adviser) Dido Laurimore Eve Kirmatzis Ellie Perham-Marchant Oliver Harrison |
HomeREIT@fticonsulting.com +44 (0)20 3727 1000 |
The Company's LEI is: 213800A53AOVH3FCGG44.
For more information, please visit the Company's website: www.homereituk.com
Inside Information
The information contained within this announcement is deemed by Home REIT to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
Disclaimer
Smith Square Partners LLP ("Smith Square"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Home REIT and no one else in connection with the matters set out in this Announcement. In connection with such matters, Smith Square will not regard any other person as its client and will not be responsible to any persons other than Home REIT for providing the protections afforded to clients of Smith Square, or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Smith Square does not owe or accept any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Smith Square in connection with this announcement, in any statement contained herein or otherwise.
Important information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdictions.
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 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 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(s), 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 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Home REIT's website at https://www.homereituk.com/possible-offer/ no later than 12 noon (London time) on 14 April 2023. 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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