Proposed Tender Offers at 700p & 250p per Share
Peel Hldgs PLC
1 June 2000
PEEL HOLDINGS p.l.c.
ANNOUNCEMENT OF PROPOSED TENDER OFFERS BY
CREDIT LYONNAIS SECURITIES FOR ORDINARY SHARES AT 700p PER SHARE AND
CONVERTIBLE PREFERENCE SHARES AT 250p PER SHARE UP
TO A MAXIMUM OF £80 MILLION AND PURCHASE OF SHARES
BY PEEL HOLDINGS p.l.c.
The Board of Peel Holdings p.l.c. today announces the proposed tender offers
by Credit Lyonnais Securities for ordinary shares at 700p per share and
convertible preference shares at 250p per share up to a maximum of £80 million
and purchase of shares by Peel Holdings p.l.c.
Reasons for the tender offers
The Directors consider that the tender offers are in the best interests of the
Company and its shareholders for the following reasons:
- the tender prices are at significant premiums of 43.6 and 40.8 per cent.
respectively over the middle market closing prices of the ordinary shares and
convertible preference shares on 30 May 2000 (the latest practicable date
before the publication of this document) and of 55.4 and 47.8 per cent.
respectively over the average middle market closing prices of the ordinary
shares and convertible preference shares since the announcement of the
transfer to AIM on 24 December 1999;
- the tender prices for the ordinary shares and the convertible preference
shares are at a level that the respective share prices have not achieved
since July 1998;
- all shareholders, both ordinary shareholders and convertible preference
shareholders, will be able to participate in the tender offers regardless of
the size of their shareholdings;
- shareholders will be able to realise all or part of their shareholdings
with the certainty of a fixed price rather than attempting to sell them on
AIM;
- shareholders who successfully tender their shares under the tender offers
can if they wish reinvest all or part of the proceeds in other more liquid
quoted property investments;
- shareholders will be able to realise some of the exceptional contribution
to Peel's value from the development of The Trafford Centre, which the
directors of the Company believe is unlikely to be matched by Peel's current
development programme; and
- the ability of the Company to make further tender offers and increase
liquidity for its shares is likely to be limited by the demands of Peel's
development programme.
Details of the Tender Offers
Under the tender offers:
- Credit Lyonnais Securities is offering to purchase through the London
Stock Exchange, by way of tender, ordinary shares of 25p each and convertible
preference shares of £1 each in issue on 23 June 2000 up to a maximum
aggregate value of £80 million, at:
700p in cash for each ordinary share
and
250p in cash for each convertible preference share.
- The tender offers are only available to ordinary shareholders and
convertible preference shareholders on the register of members on 23 June
2000.
The tender price for the ordinary shares and the tender price for the
convertible preference shares are set in a ratio (to the nearest whole penny)
to reflect the conversion of the convertible preference shares into ordinary
shares which will enable convertible preference shareholders to participate in
the tender offers.
The ordinary shares tender price represents a premium of 43.6 per cent. over
the middle market closing price (as derived from The Daily Official List) of
487.5p per ordinary share on 30 May 2000, the latest practicable date prior to
the publication of this announcement and a premium of 55.4 per cent. over the
average middle market closing price since the announcement of the transfer to
AIM on 24 December 1999. The convertible preference shares tender price
represents a premium of 40.8 per cent. over the middle market closing price
(as derived from The Daily Official List) of 177.5p per convertible preference
share on 30 May 2000 and a premium of 47.8 per cent. over the average middle
market closing price since the announcement of the transfer to AIM on 24
December 1999.
The tender offers are being conducted on the following basis:
- The maximum aggregate value of valid tenders that will be accepted under
the tender offers will be £80 million.
- If the maximum aggregate value exceeds £80 million, all valid tenders
received under the tender offers will be scaled back on a pro rata basis with
fractional entitlements being ignored.
- If such maximum aggregate value is less than £80 million, all valid
tenders received under the tender offers will be accepted in full.
- Shareholders may tender some or all of their holdings of ordinary shares
or convertible preference shares. There is, however, no obligation on
shareholders to tender any shares.
- All ordinary shares and convertible preference shares tendered will be
purchased free of commission and dealing charges.
- Ordinary shareholders and the convertible preference shareholders
successfully tendering shares will have no right to any dividends declared,
made or paid on or after the date of the document being sent to them today.
- The ordinary shares tender offer and convertible preference shares tender
offers will be void if less than 1 per cent. of shares (calculated on the
assumption that the convertible preference shares have been converted) are
tendered.
The tender offers are conditional on the passing of appropriate resolutions at
an extraordinary general meeting of the Company, on the passing of the
appropriate resolutions at class meetings of the ordinary shareholders and
convertible preference shareholders and on Credit Lyonnais Securities and the
Company entering into a buyback contract for the purchase of shares by the
Company from Credit Lyonnais Securities as described below.
On the basis that no tenders for convertible preference shares are received,
the maximum number of ordinary shares that would be purchased by Credit
Lyonnais Securities at the ordinary shares tender price by way of the ordinary
shares tender offer is 11,428,571, representing 15.3 per cent. of the Company's
issued ordinary share capital with full voting rights. On the basis
that no tenders for ordinary shares are received, the maximum number of
convertible preference shares that would be purchased by Credit Lyonnais
Securities at the convertible preference shares tender price by way of the
convertible preference shares tender offer is 10,982,617, representing 47.8
per cent. of the Company's issued convertible preference share capital.
Subject to applicable law and regulatory requirements, the relevant tender
prices may be amended depending on market conditions and/or other factors. No
amendment will be made without new tender forms being sent to shareholders.
The Company and/or Credit Lyonnais Securities also reserve the right not to
proceed with the tender offers if the Directors conclude that the implementation
of the tender offers is no longer in the interests of the
Company and/or its shareholders as a whole. In any event, neither the Company
nor Credit Lyonnais Securities is bound to sign and exchange the buyback
contract.
Subject to the passing of the appropriate shareholder resolutions, the
ordinary shares and convertible preference shares purchased by Credit Lyonnais
Securities pursuant to the tender offers will upon completion of such
purchases be subject to a reorganisation and the shares held by Credit Lyonnais
Securities will subsequently be purchased by the Company under the
terms of the buyback contract.
Full details of the tender offers, including the terms and conditions on which
they are made, tender forms, forms of proxy and notice of an extraordinary
general meeting of the Company and class meetings of the ordinary shareholders
and convertible preference shareholders on 11 July 2000 at The Management
Suite, The Trafford Centre, Manchester M17 8AA are being sent to shareholders
today.
Enquiries:
Peter Scott, Peel Holdings p.l.c. 0161 629 8200
Richard Bailey, N M Rothschild & Sons Limited 0161 827 3800
N M Rothschild & Sons Limited, which is regulated by The Securities and
Futures Authority Limited, is acting exclusively for Peel Holdings p.l.c. in
relation to the proposals described in this press release and will not be
responsible to anyone other than Peel Holdings p.l.c. for providing the
protections afforded to customers of N M Rothschild & Sons Limited or for
providing advice in relation to the proposals referred to in this press
release.
N M Rothschild & Sons Limited has approved the issue of this press release for
the purposes of Section 57 of the Financial Services Act 1986.
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