Recommended acquisition of McKay Securities
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, 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 CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
2 March 2022
RECOMMENDED OFFER
for
MCKAY SECURITIES PLC
by
WORKSPACE GROUP PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
The boards of directors of McKay Securities Plc ("McKay") and Workspace Group Plc ("Workspace") are pleased to announce that they have reached agreement on the terms and conditions of a recommended offer to be made by Workspace for the entire issued, and to be issued, ordinary share capital of McKay. It is intended that the Acquisition will be implemented by way of a scheme of arrangement under Part 26 of the Companies Act.
Key Terms
Under the terms of the Acquisition, each McKay Shareholder will be entitled to receive:
for each McKay Share: 209 pence in cash
and
0.115 New Workspace Shares
On the basis of the Closing Price per Workspace Share of 769 pence on 1 March 2022, being the last Business Day prior to the date of this Announcement, the Acquisition values each McKay Share at 297 pence and the entire issued and to be issued share capital of McKay at approximately £272 million on a fully diluted basis.
On the basis of the 3-month VWAP of 818 pence per Workspace Share on 1 March 2022, being the last Business Day prior to the date of this Announcement, the Acquisition values each McKay Share at 303 pence and the entire issued and to be issued share capital of McKay at approximately £277 million on a fully diluted basis.
The Acquisition represents, based on the 3-month VWAP of 818 pence per Workspace Share on 1 March 2022 (being the last Business Day prior to the date of this Announcement):
o a premium of approximately 36.2 per cent. to the Closing Price of 223 pence per McKay Share on 1 March 2022 (being the last Business Day prior to the date of this Announcement);
o a premium of approximately 34.5 per cent. to the 3-month VWAP of 225 pence per McKay Share on 1 March 2022 (being the last Business Day prior to the date of this Announcement); and
o a discount of approximately 7.0 per cent. to McKay's estimated Net Tangible Assets, adjusted for prepayment costs in relation to the Aviva Term Loan, of 326 pence per McKay Share as at 31 January 2022.
Immediately following completion of the Acquisition, existing Workspace Shareholders will hold approximately 95 per cent. of the Enlarged Group and McKay Shareholders will hold approximately 5 per cent. of the Enlarged Group.
Background to and reasons for the Acquisition
The Workspace Board believes there is a strong strategic, operational and financial rationale for the Acquisition, providing a highly attractive investment case. In particular:
·Workspace will be a larger and more resilient company with enhanced income and capital growth prospects and gross property assets of £2.9 billion, comprising 84 per cent. London office, 10 per cent. light industrial, 5 per cent. South-East office and 1 per cent. other;
·the Acquisition will, by applying Workspace's proven operational model and flexible lease offer, increase Workspace's ability to capture the strong demand in London and selectively extend its reach into the South-East;
· the Acquisition will provide the opportunity to unlock corporate and operational synergies;
·the Acquisition is expected to be earnings accretive from year two and the Workspace Board believes it will enhance earnings and dividend growth over the medium term; and
· Workspace will continue to operate with a conservative level of leverage. While the Acquisition will initially take the Enlarged Group's loan to value (LTV) to 32 per cent. on a pro forma basis, the Workspace Board is committed to maintaining LTV below 30 per cent. in the medium term.
Recommendation, Irrevocable Undertakings and Letter of Intent
The McKay Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice, Rothschild & Co has taken into account the commercial assessments of the McKay Directors. Rothschild & Co is providing independent financial advice to the McKay Directors for the purposes of Rule 3 of the Code.
Accordingly, the McKay Directors intend to recommend unanimously that McKay Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the McKay Directors have irrevocably undertaken to do in respect of their own legal and/or beneficial holdings which are under their control of 298,280 McKay Shares in aggregate, representing approximately 0.3 per cent. of McKay's issued share capital on 1 March 2022 (being the last Business Day prior to the date of this Announcement).
In addition to the irrevocable undertakings referred to above, Workspace has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from McKay Shareholders in respect of 19,639,879 McKay Shares, representing approximately 21.8 per cent. of McKay's issued share capital as at 1 March 2022 (being the last Business Day prior to the date of this Announcement).
In addition, Aberforth Partners LLP has given to Workspace a non-binding letter of intent to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting in respect of 13,402,943 McKay Shares representing approximately 14.9 per cent. of McKay's issued share capital as at 1 March 2022 (being the last Business Day prior to the date of this Announcement).
Accordingly, Workspace has received irrevocable undertakings and a letter of intent in respect of a total of 33,341,102 McKay Shares representing, in aggregate, approximately 37.0 per cent. of McKay's issued share capital on 1 March 2022 (being the last Business Day prior to the date of this Announcement). Further details of the irrevocable undertakings are set out in Appendix 3 to this Announcement.
Information on Workspace
Workspace is a FTSE 250 REIT and one of London's leading providers of flexible office space. Workspace owns and manages approximately four million sq. ft. of business space across 59 properties in dynamic London locations. Workspace is home to thousands of London's brightest businesses, including fast-growing and established brands across a wide range of sectors.
Workspace delivers capital and income growth from its distinctive flexible operating model, expertise in urban regeneration, active asset management and a focus on customer experience. It drives rental growth on its like-for-like portfolio, executes an ongoing programme of refurbishments and redevelopments to sustainably enhance and expand assets in line with customers' changing requirements, as well as growing its footprint through selective acquisitions.
Information on McKay
McKay is a commercial property investment company with REIT status specialising in the development, refurbishment and management of office, industrial and logistics property in the South East and London.
McKay's strategy is to invest in well located, quality commercial real estate assets with income and capital growth potential over the longer term, realisable through active portfolio management, refurbishment and development.
Transaction Structure and Timetable
It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement of McKay under Part 26 of the Companies Act, further details of which are contained in the full text of this Announcement and full details of which will be set out in the Scheme Document. However, Workspace reserves the right, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer.
The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, including the approval of the Scheme by the Scheme Shareholders and the sanction of the Scheme by the Court.
The Scheme Document will include full details of the Scheme and the Acquisition, together with notices of the Court Meeting and the General Meeting and the expected timetable of the Scheme, and will specify the action to be taken by McKay Shareholders. It is expected that the Scheme Document will be despatched to McKay Shareholders in March 2022 and in any event within 28 days of this Announcement (unless otherwise agreed by the Panel, Workspace and McKay).
The Scheme is expected to become Effective during May 2022, subject to the satisfaction or, where applicable, waiver of the Conditions and certain further terms set out in Appendix 1 to this Announcement.
Commenting on the Acquisition, Richard Grainger, Chair of McKay said:
"The McKay Board's recommendation of the Acquisition follows a detailed and rigorous review during which we considered a broad range of options to unlock value for McKay Shareholders and which determined Workspace's proposal to be the most attractive. The offer from Workspace provides McKay Shareholders with an opportunity to receive a return which values the business substantially above where it has been trading historically with a substantial proportion of this return payable in cash. It also provides McKay Shareholders with the opportunity to participate in the future success of the enlarged and well capitalised Workspace Group, whose business model is well placed to meet post Covid-19 demand for high quality, flexible business space."
Commenting on the Acquisition, Graham Clemett, Chief Executive Officer of Workspace said:
"The market for office space is shifting, with businesses prioritising greater flexibility and the right location for their teams. This Acquisition is a fantastic opportunity to accelerate our growth plans by capturing more of the strong demand we are seeing for our flexible offer in London, whilst selectively extending our reach into attractive commercial locations in the South-East. We will be a larger, more resilient company with an enhanced financial profile, and by applying our proven operational model and expertise, we expect to generate strong returns from McKay's portfolio of high-quality assets over the medium term."
Analyst and investor presentation
Workspace will host a presentation for analysts and investors at 9.45 a.m. (UK time) today to discuss the Acquisition.
To join the webcast: https://secure.emincote.com/client/workspace/workspace019
To join via conference call: please register at the following link and you will be provided with dial-in details and a unique access code:
https://secure.emincote.com/client/workspace/workspace019/vip_connect
This summary should be read in conjunction with, and is subject to, the full text of this Announcement and the Appendices.
The Acquisition will be subject to the Conditions and certain further terms of the Acquisition set out in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 contains the sources and bases of certain information and the bases of calculations used in this summary and this Announcement. Appendix 3 contains details of the irrevocable undertakings and letter of intent given to Workspace in relation to the Acquisition.
Appendix 4 to this Announcement contains property valuations supported by valuation reports for each of Workspace and McKay as at 31 January 2022 pursuant to the requirements of Rule 29 of the Code. These property valuation reports will, subject to the requirements of the Code, be reproduced in the Scheme Document. Each of CBRE and Knight Frank has given and not withdrawn its consent to the publication of its valuation report in this Announcement in the form and context in which it is included.
Appendix 5 contains the definitions of certain terms used in this Announcement.
Enquiries:
Workspace
Graham Clemett, Chief Executive Officer +44 20 7138 3300
Dave Benson, Chief Financial Officer
Paul Hewlett, Director of Strategy & Corporate Development
Clare Marland, Head of Corporate Communications
J.P. Morgan Cazenove (Sole Financial Adviser and Corporate Broker to Workspace)
Matt Smith +44 20 7742 4000
Jonty Edwards
Paul Pulze
Finsbury (PR Adviser to Workspace)
Chris Ryall +44 20 7251 3801
Guy Lamming
McKay
Simon Perkins, Chief Executive Officer +44 118 950 2333
Giles Salmon, Chief Financial Officer
Rothschild & Co (Sole Financial Adviser to McKay)
Alex Midgen +44 20 7280 5000
Sam Green
Jake Shackleford
Stifel Nicolaus Europe Limited (Corporate Broker to McKay)
Mark Young +44 20 7710 7600
Stewart Wallace
Jack McAlpine
FTI Consulting (PR Adviser to McKay)
Dido Laurimore +44 7801 654 424
Ellie Sweeney
Herbert Smith Freehills LLP is acting as legal adviser to Workspace in connection with the Acquisition.
Slaughter and May is acting as legal adviser to McKay in connection with the Acquisition.
Further Information
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of McKay in any jurisdiction in contravention of applicable laws.
The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision by McKay Shareholders in respect of, or other response to, the Acquisition (including any vote in respect of the Resolutions to approve the Acquisition, the Scheme or related matters), should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).
This Announcement does not constitute a prospectus or a prospectus equivalent document.
This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for arranging for the release of this Announcement on behalf of Workspace is Carmelina Carfora, Company Secretary, and on behalf of McKay is Giles Salmon, Chief Financial Officer.
Information Relating to McKay Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by McKay Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from McKay may be provided to Workspace during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).
Overseas Jurisdictions
The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their McKay Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Unless otherwise determined by Workspace or required by the Code, and permitted by applicable law and regulation, the New Workspace Shares to be issued pursuant to the Acquisition to McKay Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
The availability of New Workspace Shares pursuant to the Acquisition to McKay Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. McKay Shareholders who are in any doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
Further details in relation to McKay Shareholders in overseas jurisdictions will be contained in the Scheme Document.
The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.
Additional Information for US Investors
Shareholders in the United States should note that the Acquisition relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in this Announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If Workspace exercises its right to implement the Acquisition by way of a Takeover Offer in accordance with the terms of the Cooperation Agreement and determines to extend the offer into the United States, such offer will be made in compliance with applicable United States securities laws and regulations.
McKay and Workspace are each organised under the laws of England. Some or all of the officers and directors of McKay and Workspace are residents of countries other than the United States. It may not be possible to sue McKay and Workspace in a non-US court for violations of US securities laws. It may be difficult to compel McKay, Workspace and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
The receipt of cash and shares by a US holder of McKay Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each McKay Shareholder (including US holders) is urged to consult its independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
This announcement does not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities in the United States.
Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved the Acquisition, passed upon the fairness of the Acquisition, or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.
Notes regarding New Workspace Shares
The New Workspace Shares to be issued pursuant to the Scheme have not been and will not be registered under the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New Workspace Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, the New Workspace Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).
The New Workspace Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. It is expected that the New Workspace Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933 (as amended) provided by Section 3(a)(10) thereof. For the purpose of qualifying for the exemption provided by Section 3(a)(10) of the US Securities Act, Workspace will advise the Court that its sanctioning of the Scheme will be relied on by Workspace for purposes of a Section 3(a)(10) exemption following a hearing on the fairness of the Scheme to McKay Shareholders.
Important Notices Relating to the Financial Advisers and Corporate Brokers
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan Cazenove is acting exclusively as financial adviser to Workspace and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Workspace for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for McKay and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than McKay for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to any matter referred to in this Announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker exclusively for McKay and no-one else in connection with the matters referred to in this Announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than McKay for providing the protections afforded to clients of Stifel, nor for providing advice in relation to any matter referred to in this Announcement.
Disclosure requirements
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(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 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 +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.
Forward-lookingstatements
This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Workspace and McKay contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Workspace and McKay about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement may include statements relating to the expected effects of the Acquisition on Workspace and McKay, the expected timing of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Workspace and McKay believe that the expectations reflected in such forward-looking statements are reasonable, Workspace and McKay can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements, including, among others the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the commercial property industry; changes in government policy and taxations; changes in political conditions, economies and markets in which Workspace and McKay operate; changes in the markets from which Workspace and McKay raise finance; the impact of legal or other proceedings; changes in accounting practices and interpretation of accounting standards under IFRS; changes in interest and exchange rates; industrial disputes; war and terrorism. These forward-looking statements speak only as at the date of this document.
Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Workspace nor McKay, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), neither Workspace or McKay is under any obligation, and Workspace and McKay expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
No profit forecasts, estimates or quantified benefits statements
No statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for McKay or Workspace for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for McKay or Workspace respectively.
Publication of this Announcement
A copy of this Announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on www.workspace.co.uk/investors/investor-centre/recommended-offer-for-mckay-securities-plc and www.mckaysecurities.plc.uk by no later than 12 noon (London time) on the Business Day following this Announcement.
The contents of Workspace's website and McKay's website are not incorporated into and do not form part of this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, McKay Shareholders, persons with information rights and participants in McKay Share Plans may request a hard copy of this Announcement by writing to McKay Securities Plc, 20 Greyfriars Road, Reading Berkshire RG1 1NL or contacting McKay's Company Secretary, during business hours on +44 (0)118 950 2333. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information be sent to them in relation to the Acquisition should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, McKay confirms that, as at 1 March 2022 (being the last Business Day prior to the date of this Announcement), it had in issue 90,089,313 ordinary shares of 20 pence each. The ISIN for the shares is GB0005522007.
For the purposes of Rule 2.9 of the Code, Workspace confirms that, as at 1 March 2022 (being the last Business Day prior to the date of this Announcement), it had in issue 181,123,659 ordinary shares of one pound each. The ISIN for the shares is GB00B67G5X01.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, 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 CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
2 March 2022
RECOMMENDED OFFER
for
MCKAY SECURITIES PLC
by
WORKSPACE GROUP PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act
1. Introduction
The boards of directors of McKay Securities plc ("McKay") and Workspace Group Plc ("Workspace") are pleased to announce that they have reached agreement on the terms and conditions of a recommended offer to be made by Workspace for the entire issued, and to be issued, ordinary share capital of McKay. It is intended that the Acquisition will be implemented by way of a scheme of arrangement under Part 26 of the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in this Announcement and to the full terms and conditions which will be set out in the Scheme Document, each McKay Shareholder will be entitled to receive:
for each McKay Share: 209 pence in cash
and
0.115 New Workspace Shares
On the basis of the Closing Price per Workspace Share of 769 pence on 1 March 2022, being the last Business Day prior to the date of this Announcement, the Acquisition values each McKay Share at 297 pence and the entire issued and to be issued share capital of McKay at approximately £272 million on a fully diluted basis.
On the basis of the 3-month VWAP of 818 pence per Workspace Share on 1 March 2022, being the last Business Day prior to the date of this Announcement, the Acquisition values each McKay Share at 303 pence and the entire issued and to be issued share capital of McKay at approximately £277 million on a fully diluted basis.
The Acquisition represents, based on the 3-month VWAP of 818 pence per Workspace Share on 1 March 2022 (being the last Business Day prior to the date of this Announcement):
o a premium of approximately 36.2 per cent. to the Closing Price of 223 pence per McKay Share on 1 March 2022 (being the last Business Day prior to the date of this Announcement);
o a premium of approximately 34.5 per cent. to the 3-month VWAP of 225 pence per McKay Share on 1 March 2022 (being the last Business Day prior to the date of this Announcement); and
o a discount of approximately 7.0 per cent. to McKay's estimated Net Tangible Assets, adjusted for prepayment costs in relation to the Aviva Term Loan, of 326 pence per McKay Share as at 31 January 2022.
Immediately following completion of the Acquisition, existing Workspace Shareholders will hold approximately 95 per cent. of the Enlarged Group and McKay Shareholders will hold approximately 5 per cent. of the Enlarged Group.
It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement of McKay under Part 26 of the Companies Act, further details of which are contained in paragraph 13 below.
If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by McKay in respect of a McKay Share on or after the date of this Announcement and prior to the Effective Date, Workspace will have the right to reduce the value of the consideration payable for each McKay Share by up to the amount per McKay Share of such dividend, distribution or return of value except where the McKay Share is or will be acquired pursuant to the Scheme on a basis which entitles Workspace to receive the dividend, distribution or return of value and to retain it. If any such dividend or distribution or return of value is paid or made after the date of this Announcement and Workspace exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced.
Appendix 4 contains property valuations supported by valuation reports for each of Workspace and McKay as at 31 January 2022 pursuant to the requirements of Rule 29 of the Code. Appendix 2 contains a schedule of adjustments made to each of Workspace's and McKay's investment property valuation in order to calculate Workspace's and McKay's estimated Net Tangible Assets as at 31 January 2022 respectively. These property valuations will be reproduced in the Scheme Document, which is expected to be sent to McKay Shareholders in March 2022 and in any event within 28 days of this Announcement (unless otherwise agreed by the Panel, Workspace and McKay).
3. Background to and reasons for the Acquisition
As one of London's leading providers of flexible office space operating for over 30 years, Workspace has pioneered a distinctive offer, letting space on flexible terms to a wide range of small and medium-sized enterprise customers. Workspace owns its properties, typically large, character buildings in well-connected locations across London, and allows customers to fit out their own office space to reflect their own identity and culture while also providing significant areas of communal space and an attractive range of support facilities.
Workspace's sustainable model of employment-led regeneration, extensive pipeline of refurbishment and redevelopment projects and selective acquisitions, alongside its successful operational platform, have delivered an attractive combination of dividend and capital growth over the long term.
The Covid-19 pandemic has highlighted the attraction of flexible office space, as well as the importance for businesses of choosing the right office environment to attract and retain talent. Importantly Workspace's flexible lease terms allow customers to expand and contract quickly in line with their business needs.
Against this backdrop, the Acquisition represents an attractive opportunity for Workspace to accelerate its existing growth strategy and create value for shareholders. The Acquisition will grow Workspace's office market share across London and selectively extend its reach into well-connected commercial locations in the surrounding South-East, while also adding an attractive portfolio of light industrial properties. Workspace has a long track record of managing and maximising value from office and light industrial assets.
The Workspace Board believes the Acquisition will create significant value through increased economies of scale, the application of Workspace's proven operating model and flexible lease offer and, where appropriate, the recycling of assets for reinvestment. As it has done successfully and continues to do with its existing portfolio, Workspace will apply the most appropriate business plan to each McKay asset in order to deliver the best returns.
The Workspace Board also believes there is a good cultural fit between the two companies and recognises the value of the 'McKay Way' customer service commitment, the 'McKay +' offer and McKay's wider portfolio of refurbishment and redevelopment opportunities. Taking this cultural fit and portfolio opportunity alongside Workspace's strong balance sheet and its strategic focus on customer-led growth, operational excellence and sustainability puts the Enlarged Group in a strong position to create further value for shareholders.
The Workspace Board believes the Acquisition will support Workspace's ambition to deliver total returns that outperform the market over the long-term. Workspace will continue to:
· take advantage of the economies of scale available from its operating platform;
· maintain an intensive approach to asset management;
· execute its extensive refurbishment and redevelopment pipeline;
· make acquisitions with attractive existing or potential income profiles; and
· maintain a firm discipline on recycling assets where appropriate.
The Workspace Board believes there is a strong strategic, operational and financial rationale for the Acquisition, providing a highly attractive investment case. In particular:
·Workspace will be a larger and more resilient company with enhanced income and capital growth prospects and gross property assets of £2.9 billion, comprising 84 per cent. London office, 10 per cent. light industrial, 5 per cent. South-East office and 1 per cent. other;
·the Acquisition will, by applying Workspace's proven operational model and flexible lease offer, increase Workspace's ability to capture the strong demand in London and selectively extend its reach into the South-East;
· the Acquisition will provide the opportunity to unlock corporate and operational synergies;
· the Acquisition is expected to be earnings accretive from year two and the Workspace Board believes it will enhance earnings and dividend growth over the medium term; and
·Workspace will continue to operate with a conservative level of leverage. While the Acquisition will initially take the Enlarged Group's loan to value (LTV) to 32 per cent. on a pro forma basis, the Workspace Board is committed to maintaining LTV below 30 per cent. in the medium term.
4. Recommendation
The McKay Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice, Rothschild & Co has taken into account the commercial assessments of the McKay Directors. Rothschild & Co is providing independent financial advice to the McKay Directors for the purposes of Rule 3 of the Code.
Accordingly, the McKay Directors intend unanimously to recommend that McKay Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting as the McKay Directors have irrevocably undertaken to do in respect of their own legal and/or beneficial holdings which are under their control of 298,280 McKay Shares in aggregate, representing approximately 0.33 per cent. of McKay's issued share capital on 1 March 2022 (being the last Business Day prior to the date of this Announcement).
5. Background to and reasons for the Recommendation
McKay is the only UK REIT specialising entirely in the South East and London office, industrial and logistics markets. As at 31 January 2022, McKay's property portfolio comprised 34 properties valued at £490.4 million, 64.2 per cent. of which comprised South East and London offices, 31.6 per cent. South East industrial/logistics assets and developments and 4.2 per cent. other assets.
In January 2014, McKay placed equity at a price of 189 pence per share, raising gross proceeds of £86.7 million to increase the scale and diversification of its property portfolio, including for acquisitions, refurbishments and development projects.
McKay's strategy since its 2014 capital raising has been to build upon its long established expertise in its core London and South East markets, including its reputation with occupiers, to deliver attractive income and capital returns from its property portfolio of quality assets within established and resilient markets, with conservative levels of gearing on a risk-adjusted basis. In particular, McKay's property strategy includes: (i) the rolling refurbishment and repositioning of selected assets to enhance and realise reversionary rental value; (ii) growing the 'McKay +' offering of flexible, semi-fitted office space to reduce office voids and increase rental tone; (iii) undertaking significant development projects, for example the speculative development and leasing to Amazon of 135 Theale Logistics Park; (iv) capital re-cycling including selective disposals; and (v) selective value-add acquisitions (for example Evergreen Studios, Richmond).
Capital investment in the property portfolio has been supported by capital re-cycling and selective disposals, which have maintained a strong balance sheet position and prudent loan-to-value (LTV) of 35.1 per cent. as at 31 January 2022. Successful recent disposals have included, for example, the sale of 30 Lombard Street in 2020 for £68.5 million in net sale proceeds, above its 31 March 2020 book value and at a net initial yield of 4.16 per cent. on a topped-up basis, and the sale of Great Brighams Mead announced on 2 February 2022, having achieved a residential planning consent, for £19.0 million, 21.0 per cent. above its 30 September 2021 book value.
McKay has delivered robust returns on its property portfolio since its 2014 capital raising, generating an average annualised total accounting return of 7.8 per cent. over the approximately 8 year period from 31 March 2014 to 31 January 2022.
Notwithstanding McKay's successful delivery against its property strategy, McKay's share price has traded at a persistent discount to EPRA Net Tangible Assets. McKay's trading discount has averaged 20.9 per cent. over the last 8 years, 25.8 per cent. over the last 5 years and 28.6 per cent. over the last 3 years, even when adjusting for the period of maximum Covid-19 related equity market disruption from 16 March 2020 to 2 November 2020.
The McKay Directors believe the following factors contribute to the persistent trading discount:
· the small scale of McKay relative to the listed real estate sector;
· McKay's relatively high overhead cost proportion compared to net rental income, particularly following recent disposals;
· the relatively low levels of liquidity in McKay Shares and its concentrated shareholder register; and
·the relatively low distributable income yield with an average dividend yield of 3.8 per cent. over the last 5 years and an average dividend yield versus EPRA Net Tangible Assets of 2.8 per cent. over the same time period.
During the summer of 2021, McKay appointed Rothschild & Co to undertake a review of McKay's strategy in relation to the positioning of its business generally and options to narrow the trading discount. In assessing the offer from Workspace, the McKay Directors have had regard to the alternative options identified as part of the strategic review, including opportunities to invest and scale the business over the medium term, as well as the possibility of returning capital to McKay Shareholders, as discussed further below.
The offer from Workspace follows the receipt of indicative offers for McKay from two parties, including Workspace, which were negotiated in late 2021 and early 2022. Workspace's current offer represents a material increase relative to its initial indicative proposal.
Whilst the McKay Board remains confident in its property strategy, the resilience of its assets and the outlook in its core London and South East markets, the McKay Board also believes that the structural factors impacting on McKay's share price are likely to persist, and that the share price is likely to remain depressed relative to its fundamental value. As such, following careful consideration, the McKay Board is recommending the Acquisition to McKay Shareholders. The McKay Board considered the following in arriving at its recommendation:
· on the basis of the 3-month VWAP of 818 pence per Workspace Share on 1 March 2022, being the last Business Day prior to the date of this Announcement, the Acquisition price of 209 pence in cash and 0.115 in New Workspace Shares per McKay Share represents:
o a premium of approximately 36.2 per cent. to the Closing Price of 223 pence per McKay Share on 1 March 2022 (being the last Business Day prior to the date of this Announcement);
o a premium of approximately 34.5 per cent. to the 3-month VWAP of 225 pence per McKay Share on 1 March 2022 (being the last Business Day prior to the date of this Announcement); and
o a discount of approximately 7.0 per cent. to McKay's estimated Net Tangible Assets, adjusted for prepayment costs in relation to the Aviva Term Loan, of 326 pence per McKay Share as at 31 January 2022, which compares favourably with McKay's 5-year average trading discount. The McKay Board believes that, notwithstanding its confidence in McKay's property strategy and returns that may be generated from McKay's property portfolio, the trading discount is likely to persist;
·70 per cent. of total consideration for the Acquisition will be payable in cash, which provides McKay Shareholders with the opportunity to realise a significant proportion of their otherwise illiquid shareholdings in cash;
· 30 per cent. of total consideration for the Acquisition will be payable in New Workspace Shares, which provides McKay Shareholders with on-going participation in the success of the Enlarged Group. Immediately following completion of the Acquisition, McKay Shareholders will hold approximately 5 per cent. of the Enlarged Group and will benefit from a more liquid shareholding in a large and well capitalised group;
·the Board of McKay believes the Enlarged Group will be more resilient, with stronger income and capital value growth prospects, and the Acquisition is expected to unlock corporate and operational synergies to the benefit of all shareholders of the Enlarged Group; and
·the Board of McKay believes that the certainty of the Acquisition offers an attractive risk adjusted outcome for McKay Shareholders relative to McKay's long term prospects and alternative strategies as an independent company. In particular, the McKay Directors believe that a managed capital return strategy over time has certain risks, including meaningfully reduced scale and liquidity, which itself has contributed historically to the trading discount.
The McKay Directors have also taken into account Workspace's intentions for the McKay business, as well as Workspace's intentions for McKay's management, employees, pension scheme and other stakeholders.
Accordingly, following careful consideration of the above factors, the McKay Directors intend unanimously to recommend the Acquisition to McKay Shareholders.
6. Information on Workspace
Workspace is a FTSE 250 REIT and one of London's leading providers of flexible office space. Workspace owns and manages approximately four million sq. ft. of business space across 59 properties in dynamic London locations. Workspace is home to thousands of London's brightest businesses, including fast-growing and established brands across a wide range of sectors.
Workspace delivers capital and income growth thanks to its distinctive flexible operating model, expertise in urban regeneration, active asset management and a focus on customer experience. It drives rental growth on its like-for-like portfolio, executes an ongoing programme of refurbishments and redevelopments to sustainably enhance and expand assets in line with customers' changing requirements, as well as growing its footprint through selective acquisitions.
As at 31 January 2022, the estimated rolled-forward Net Tangible Assets was 969 pence per Workspace Share, up by 4.4 per cent. since 30 September 2021. Based on the valuation by CBRE, Workspace's total property valuation increased by £131 million in the four months to 31 January 2022 to £2,402 million, reflecting an increase in the underlying valuation of 3.2 per cent., predominantly driven by yield shift. Net debt was £573 million as at 31 January 2022, with LTV of 24 per cent.
7. Information on McKay
McKay is a commercial property investment company with REIT status specialising in the development, refurbishment and management of office, industrial and logistics property in the South East and London.
McKay's strategy is to invest in well located, quality commercial real estate assets with income and capital growth potential over the longer term, realisable through active portfolio management, refurbishment and development. McKay has a long track record of delivering shareholder value through the development, refurbishment and management of commercial property. Its operational business model involves the active management of assets in-house, rather than using third party managing agents, enabling it to build strong relationships and work in partnership with its occupiers and local supply chains. ESG considerations continue to play an integral part in McKay's strategy and operating practices, based on its 2019 Sustainability Framework and 2021 Net Zero Carbon Pathway.
McKay's portfolio, as at 31 January 2022, comprises 34 properties located in established areas, valued at £490.4 million. Its property portfolio is weighted to the M4 corridor, where McKay has deep expertise, with a focus on growing satellite towns benefitting from strong connectivity to London and robust demand amongst leading occupiers.
The largest segment of McKay's property portfolio comprises South East and London offices (64.2 per cent. by value as at 31 January 2022). South East industrial/logistics and developments comprise a further 31.6 per cent. and 4.2 per cent. respectively (each as at 31 January 2022).
8. Irrevocable undertakings and letter of intent to vote in favour of the Acquisition
Workspace has received irrevocable undertakings from each of the McKay Directors in respect of their own legal and/or beneficial holdings of McKay Shares which are under their control to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, in respect of a total of 298,280 McKay Shares representing, in aggregate, approximately 0.3 per cent. of McKay's issued share capital as at 1 March 2022 (being the last Business Day prior to the date of this Announcement).
In addition to the irrevocable undertakings referred to above, Workspace has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from McKay Shareholders in respect of 19,639,879 McKay Shares representing, in aggregate, approximately 21.8 per cent. of McKay's issued share capital as at 1 March 2022 (being the last Business Day prior to the date of this Announcement).
In addition, Aberforth Partners LLP has given to Workspace a non-binding letter of intent to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting in respect of 13,402,943 McKay Shares representing approximately 14.9 per cent. of McKay's issued share capital as at 1 March 2022 (being the last Business Day prior to the date of this Announcement).
Accordingly, Workspace has received irrevocable undertakings and a letter of intent to vote in favour of the Scheme at the Court Meeting and to vote in favour of the Resolutions at the General Meeting in respect of 33,341,102 McKay Shares representing, in aggregate, approximately 37.0 per cent. of McKay's issued share capital as at 1 March 2022 (being the last Business Day prior to the date of this Announcement).
Further details of the irrevocable undertakings and letter of intent described above are set out in Appendix 3.
9. Directors, management, employees, pensions and locations
Workspace's strategic plans for McKay
Workspace recognises the high quality of, and opportunity within, the portfolio of assets that McKay owns and manages. As set out in paragraph 3 above, Workspace believes the Acquisition of McKay represents a highly attractive opportunity for Workspace to accelerate its existing growth strategy and create value for shareholders.
Workspace will apply the most appropriate business plan to deliver the best returns for each of the McKay properties. Taking into account, amongst other factors, the location of the property, the suitability of the buildings and anticipated demand for a flexible lease offering, Workspace will:
· adapt the McKay properties to Workspace's business centre model;
· adopt Workspace's proven operating model and flexible lease offer;
·use Workspace's extensive experience of active asset management to optimise the leasing strategy for the McKay properties, complementing its flexible model with a focus on the duration and terms of new leases and ensuring a customer mix that is consistent with Workspace's strategy for each property; and/or
·take advantage of attractive opportunities to recycle capital into other assets, which may result in the disposal of certain assets, including light industrial properties.
Board, management and employees
Workspace and McKay recognise the importance of the skills and experience of the existing management and employees of McKay. Workspace intends to support the McKay management team and save for (i) the expectation that Simon Perkins (Chief Executive Officer), Giles Salmon (Chief Financial Officer) and Tom Elliott (Property Director and Head of Sustainability) will leave their current roles following a period of handover and (ii) any rationalisation of employees identified as part of the evaluation of McKay's operations described further below, Workspace has no intention to make any change to the continued employment of the 18 employees and management of McKay, including any material changes to the terms and conditions of employment or in the balance of skills and functions of the management and employees of the McKay organisation as a result of the Acquisition.
The Chairman and Non-Executive Directors of McKay will step down from the Enlarged Group upon completion of the Acquisition. It is intended that, following completion of the Acquisition and a period of handover, Simon Perkins, Giles Salmon and Tom Elliott will each leave their respective roles as Chief Executive Officer, Chief Financial Officer, and Property Director and Head of Sustainability of McKay.
Workspace intends to undertake an evaluation of McKay and its operations within six months following completion of the Acquisition and has agreed not to issue any notice of termination by reason of redundancy or invite voluntary redundancies during such six month period. The evaluation will include an assessment of any overlap of roles currently undertaken by McKay and Workspace, including in respect of certain corporate functions which exist in relation to McKay's status as a premium-listed publicly traded company which will no longer be required on a standalone basis or will be reduced in scope, which may result in a rationalisation of employee roles. Workspace has not yet developed proposals as to how any such headcount reductions could be implemented.
Conditions of employment
Workspace confirms that, following completion of the Acquisition, the existing contractual and statutory rights and terms and conditions of employment, including pension obligations, of the management and employees of McKay will be fully safeguarded in accordance with applicable law. In addition, Workspace has agreed that for 12 months following completion of the Acquisition, if any McKay employee is made redundant they will be entitled to redundancy payments on no less favourable terms than under the applicable McKay redundancy practices.
Incentivisation arrangements
Following completion of the Acquisition, managers (including the three executive directors) and employees of McKay will participate in Workspace's current annual bonus arrangements and Long Term Incentive Plan. For the financial year in which completion of the Acquisition occurs, the bonus opportunities and Long Term Incentive Plan grant levels for such managers and employees will be those that would have applied had McKay operated its usual arrangements.
As required by, and solely for the purposes of, Rule 16.2 of the Takeover Code, Rothschild & Co has (in its capacity as independent adviser to the McKay Directors for the purposes of Rule 3 of the Takeover Code) reviewed the terms of the arrangements described in the paragraph above and has confirmed that, in its opinion, that those arrangements are fair and reasonable as far as McKay's Shareholders are concerned. In providing this advice to the McKay Directors, Rothschild & Co has taken into account the commercial assessments of the McKay Directors.
Pensions
McKay operates and participates in a defined benefit pension scheme in the UK, the McKay Securities Plc Pension and Life Assurance Scheme (the "DB Scheme"). The DB Scheme is closed to new members and future accrual. It has six members, all of whom are pensioners. The last full actuarial valuation of the DB Scheme was undertaken as at March 2020, and revealed a funding level of 78 per cent. on a technical provisions basis (a shortfall of £1.38 million).
Workspace has engaged in constructive discussions with the Pension Trustees. Workspace has agreed that, pursuant to the Pension Trustee Letter summarised at paragraph 11 below, the employer will to continue to make contributions in line with the current schedule of contributions and recovery plan and shall also procure that additional contributions are made equal to 50 per cent. of the current annual contributions payable (an increase of £120,000 per annum). These increased contributions will be payable until the agreement of the next triennial valuation as at 31 March 2023. Workspace has also agreed to provide a parent company guarantee up to the amount of the DB Scheme's deficit from time to time on an insurance company buy-out basis. Workspace does not intend to re-open the DB Scheme to new members or future accrual.
In addition, Workspace does not intend to make any change to the benefits provided by McKay's defined contribution pension schemes and intends for the employer to continue to make contributions in line with the current arrangements.
Headquarters, locations, research and development and fixed assets
Following completion of the Acquisition the headquarters of McKay will be at Workspace's offices in London. As part of the evaluation of McKay's operations referred to above, Workspace will review the continuing business need to retain McKay's Reading office and the appropriate size for the office if it is to be retained. The existing head office functions of McKay will also be considered as part of this review and may be retained at McKay's Reading office or moved to Workspace's London office depending on the outcome of the review.
McKay has no research and development function and Workspace has no plans in this regard.
Other than as set out above under the heading Workspace's strategic plans for McKay, Workspace has no other plans to make changes to the fixed assets of McKay.
Trading facilities
The McKay Shares are currently listed on the premium listing segment of the Official List and are admitted to trading on the London Stock Exchange's Main Market for listed securities. Subject to the Scheme becoming Effective, applications will be made to the FCA and the London Stock Exchange to cancel the listing of the McKay Shares on the Official List and trading on the Main Market, following which McKay will be re-registered as a private limited company.
No statements in this paragraph 9 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.
10. Financing of the Acquisition
Workspace has entered into a loan facility agreement with Banco Santander S.A., London Branch, HSBC UK Bank plc and National Westminster Bank plc as original lenders and National Westminster Bank plc as agent dated 2 March 2022 (the "Facility Agreement"), pursuant to which a £200,000,000 credit facility is being made available to Workspace to finance the cash payable to McKay Shareholders under the terms of the Acquisition. Further details in respect of the Facility Agreement and these financing arrangements will be included in the Scheme Document.
J.P. Morgan Cazenove, in its capacity as financial adviser to Workspace, is satisfied that sufficient cash resources are available to Workspace to satisfy in full the cash consideration payable to McKay Shareholders under terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the Scheme Document.
11. Offer-related arrangements
Co-operation Agreement
McKay and Workspace have entered into a Co-operation Agreement dated 2 March 2022, pursuant to which McKay and Workspace have agreed: (i) to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to regulatory clearances and authorisations (if any) that are required in connection with the Acquisition; (ii) to provide each other with reasonable information, assistance and access for the preparation of certain parts of the key shareholder documentation; and (iii) to certain provisions if the Scheme should switch to a Takeover Offer. Workspace has also agreed to provide McKay with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document.
The Co-operation Agreement records the intention of Workspace and McKay to implement the Acquisition by way of the Scheme, subject to Workspace's right to switch to a Takeover Offer in certain circumstances.
The Co-operation Agreement may be terminated with immediate effect in the following circumstances, among others:
· if McKay and Workspace so agree in writing;
·upon notice by Workspace to McKay if: (i) a competing proposal is publicly recommended by the McKay Directors; (ii) a competing proposal completes, becomes effective or becomes, or is, declared, unconditional in all respects; or (iii) the McKay Directors cease to recommend the Acquisition to McKay Shareholders (in certain circumstances as described therein); and
·upon notice by McKay to Workspace or by Workspace to McKay if: (i) prior to the Long Stop Date, a Condition has been invoked by Workspace where permitted by the Panel; (ii) a third party announces a firm intention to make an offer or revised offer; (iii) the Acquisition is withdrawn, terminated or lapses in accordance with its terms prior to the Long Stop Date and, where required, with consent of the Panel (except in certain circumstances prescribed therein); (iv) the Scheme is not approved by the requisite majority of holders of Scheme Shares at the Court Meeting or by McKay Shareholders at the General Meeting, or the Court definitively refuses to sanction the Scheme; or (v) unless otherwise agreed by Workspace and McKay in writing or required by the Panel, if the Effective Date has not occurred by the Long Stop Date.
The Co-operation Agreement also contains provisions that will apply in respect of the McKay Share Plans.
McKay Confidentiality Agreement
On 30 November 2021, McKay and Workspace entered into a confidentiality agreement pursuant to which Workspace undertook, among other things, to keep certain information relating to McKay and the Acquisition confidential and not to disclose it to third parties (other than permitted parties) unless required by law or regulation, among other exceptions. These confidentiality obligations will remain in force until the earlier of: (i) 24 months from the date of the McKay Confidentiality Agreement; and (ii) the date of completion of the Acquisition, subject to certain exceptions.
Workspace Confidentiality Agreement
On 9 February 2022, McKay and Workspace entered into a confidentiality agreement pursuant to which McKay undertook, among other things, to keep certain information relating to Workspace confidential and not to disclose it to third parties (other than permitted parties) unless required by law or regulation, among other exceptions. These confidentiality obligations will remain in force until the earlier of: (i) 24 months from the date of the Workspace Confidentiality Agreement; and (ii) the date of completion of the Acquisition, subject to certain exceptions.
Pension Trustee Confidentiality Agreement
On 14 February 2022, Workspace, and certain of the Pension Trustees, entered into a confidentiality agreement pursuant to which such Pension Trustees undertook, among other things, to keep certain information relating to Workspace confidential and not to disclose it to third parties (other than permitted parties) unless required by law or regulation, among other exceptions. These confidentiality obligations will remain in force until the date which is five years after the date of the Pension Trustee Confidentiality Agreement (unless terminated by Workspace prior to that date).
Pension Trustee Letter
On 25 February 2022, Workspace entered into an agreement with the Pension Trustees and McKay pursuant to which Workspace has agreed that the employer under the McKay Securities Plc Pension and Life Assurance Scheme will continue to make contributions in line with the current schedule of contributions and recovery plan and shall also procure that additional contributions are made equal to 50 per cent. of the current annual contributions payable (an increase of £120,000 per annum). These increased contributions will be payable until the agreement of the next triennial valuation as at 31 March 2023. Workspace has also agreed to provide a parent company guarantee up to the amount of the DB Scheme's deficit from time to time on an insurance company buy-out basis.
12. McKay Share Plans
Participants in the McKay Share Plans will be contacted regarding the effect of the Acquisition on their options under the McKay Share Plans.
The Scheme will extend to any McKay Shares which are unconditionally allotted or issued before the Scheme Record Time, including those allotted, issued or transferred to satisfy the exercise of options under the McKay Share Plans.
The Scheme will not extend to McKay Shares issued on or after the Scheme Record Time. However, it is proposed to amend McKay's articles of association at the General Meeting to provide that, if the Acquisition becomes Effective, any McKay Shares issued to any person on or after the Scheme Record Time (including in satisfaction of an option exercised under one of the McKay Share Plans) will be automatically transferred to Workspace in consideration for the payment by Workspace to such persons of 209 pence in cash and 0.115 New Workspace Shares for each McKay Share so transferred.
13. Structure of the Acquisition
The Scheme
It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between McKay and the Scheme Shareholders under Part 26 of the Companies Act.
The purpose of the Scheme is to provide for Workspace to become the owner of the entire issued and to be issued share capital of McKay. In order to achieve this, the Scheme Shares will be transferred to Workspace under the Scheme. In consideration for this transfer, the Scheme Shareholders will receive 209 pence in cash and 0.115 New Workspace Shares on the basis set out in paragraph 2 above. The transfer to Workspace of the Scheme Shares will result in McKay becoming a wholly owned subsidiary of Workspace.
The Acquisition is subject to the Conditions and further terms set out in Appendix 1 of this Announcement and to be set out in the Scheme Document.
In order for the Scheme to become Effective:
(a) the Scheme must be approved by Scheme Shareholders by the passing of a resolution at the Court Meeting. This resolution must be approved by a majority in number of the Scheme Shareholders (or relevant classes thereof) present and voting (and entitled to vote) at the Court Meeting, and any separate class meeting(s) which may be required by the Court either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders (or relevant classes thereof);
(b) Resolutions to deal with certain ancillary matters in connection with the Scheme must be passed at the General Meeting to be held immediately after the Court Meeting;
(c) following the Court Meeting, the Scheme must also be sanctioned by the Court; and
(d) following the sanction by the Court, a copy of the Court Order must be delivered to the Registrar of Companies for registration.
The Scheme will only become Effective if, among other things, the events described in the paragraph immediately above occur no later than the Long Stop Date.
Additionally, the Scheme will lapse if, amongst other things:
(a) the Court Meeting and General Meeting are not held on or before the 22nd day after the expected date of such meetings, which will be set out in the Scheme Document in due course (or such later date as may be agreed by Workspace and McKay with the consent of the Panel and, if required, the Court);
(b) the Court Sanction Hearing is not held on or before the 22nd day after the expected date of such hearing, which will be set out in the Scheme Document in due course (or such later date as may be agreed by Workspace and McKay with the consent of the Panel and, if required, the Court); or
(c) the Scheme does not become Effective on or before the Long Stop Date,
Any Scheme Shareholder is entitled to attend the Court Sanction Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.
Once the Scheme becomes Effective, it will be binding on all Scheme Shareholders, whether or not they voted at the Court Meeting and/or the General Meeting and, if they did vote, whether or not they voted in favour of or against the resolutions proposed at those meetings.
The terms of the Scheme will provide that the McKay Shares will be acquired under the Scheme fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the Effective Date.
If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by McKay in respect of a McKay Share on or after the date of this Announcement and prior to the Scheme becoming Effective Workspace will have the right to reduce the value of the consideration payable for each McKay Share by up to the amount per McKay Share of such dividend, distribution or return of value except where the McKay Share is or will be acquired pursuant to the Scheme on a basis which entitles Workspace to receive the dividend, distribution or return of value and to retain it.
If any such dividend, distribution or return of value is paid or made after the date of this Announcement and Workspace exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by Workspace of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.
Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document. It is expected that the Scheme Document will be despatched to McKay Shareholders in March 2022 and in any event within 28 days of this Announcement (unless otherwise agreed by the Panel, Workspace and McKay).
Subject, among other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective during May 2022.
Workspace reserves the right, subject to the terms of the Co-operation Agreement and with the prior consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer. In such event, such Takeover Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme. Furthermore, if such Takeover Offer is made and Workspace receives acceptances pursuant to such Takeover Offer, or otherwise acquires, 90 per cent. or more of the McKay Shares to which the Takeover Offer relates, it is the intention of Workspace to exercise its rights under the provisions of section 979 of the Companies Act to acquire compulsorily any outstanding McKay Shares in respect of which valid acceptances have not been provided.
14. De-listing and re-registration
It is expected that the last day of dealings in, and for registration of transfers of, McKay Shares (other than the registration of the transfer of the Scheme Shares to Workspace pursuant to the Scheme) will be the last Business Day prior to the Effective Date, following which all of the McKay Shares will be suspended from the Official List and from trading on the London Stock Exchange's Main Market for listed securities, and McKay Shares will be disabled in CREST.
After the Scheme Record Time and before the Scheme becomes Effective, entitlements to McKay Shares in CREST will be cancelled and such entitlements rematerialised. On the Effective Date, all share certificates in respect of McKay Shares will cease to be valid and should be destroyed.
Applications will be made to the FCA for the cancellation of the listing of the McKay Shares on the Official List and to the London Stock Exchange for the cancellation of the admission to trading of McKay Shares on the London Stock Exchange's Main Market for listed securities. It is expected that such delisting and cancellation of admission to trading would take effect on the first Business Day following the Effective Date.
Following the Scheme becoming Effective, Workspace intends to re-register McKay as a private company as soon as is appropriate.
15. Settlement, listing and dealing of New Workspace Shares
Applications will be made to the FCA for the New Workspace Shares to be issued to McKay Shareholders under the Scheme to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Workspace Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.
It is expected that Admission will become effective and that unconditional dealings in the New Workspace Shares will commence on the London Stock Exchange, at 8.00 a.m. (London time) on the first Business Day following the date on which the Scheme becomes Effective.
Details of how McKay Shareholders can hold, access and trade in Workspace Shares will be set out in the Scheme Document. McKay Shareholders resident in the United Kingdom will be able to hold their Workspace Shares through any of the ways currently available to McKay Shareholders, including through an intermediary of their own choice should they wish to do so.
16. Overseas McKay Shareholders
The distribution of this Announcement to, and the availability of the New Workspace Shares to be issued pursuant to the Acquisition to, persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of and observe any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to McKay Shareholders who are not resident in the United Kingdom will be set out in the Scheme Document.
This Announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities, nor is it a solicitation of any vote or approval in any jurisdiction, nor will there be any purchase or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law or regulation.
17. McKay Share Buy Back Programme
On 8 March 2021, McKay announced the launch of a share buy-back programme with a total size of up to £10.0 million, or approximately 5 per cent. of McKay's issued ordinary share capital (the "Programme"). The Programme initially ran from 8 March 2021 until 1 July 2021, and was subsequently extended on 6 July 2021 to run until the Company's 2022 AGM, unless completed earlier.
Consistent with the McKay Directors' stated intention to keep the Programme under review and in light of the proposed Acquisition, McKay is today terminating the Programme with effect from 4 March 2022.
18. Disclosure of Interests
As at the close of business on 1 March 2022, being the last Business Day prior to the publication of this Announcement, save for the irrevocable undertakings referred to in paragraph 8 above, neither Workspace, nor any of the Workspace Directors, nor, so far as Workspace is aware, any person acting in concert (within the meaning of the Code) with Workspace has:
(a) any interest in, or right to subscribe for, any McKay Shares nor does any such person have any short position in McKay Shares, including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of McKay Shares; or
(b) borrowed or lent any McKay Shares or entered into any financial collateral arrangements relating to McKay Shares; or
(c) any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code in relation to McKay Shares or in relation to securities convertible or exchangeable into McKay Shares,
and "interests in securities" for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities).
19. Expected timetable
Further details of the Scheme will be contained in the Scheme Document which is expected to be sent to McKay Shareholders in March 2022 and in any event within 28 days of this Announcement unless otherwise agreed by the Panel, Workspace and McKay.
Further details on the timetable for implementation of the Scheme will be set out in the Scheme Document, which will also include the notices of the Court Meeting and the General Meeting and specify the necessary actions to be taken by McKay Shareholders. It is expected that the Court Meeting and General Meeting will be held during April 2022.
Subject to the satisfaction or waiver of the relevant Conditions as set out in Appendix 1 to this Announcement, the Scheme is expected to become Effective during May 2022.
20. Valuations
For the purposes of Rule 29.5 of the Code, the Workspace Directors confirm that CBRE has confirmed to them that an updated valuation of Workspace's assets as at the date of this Announcement would not be materially different to the valuation contained in CBRE's valuation report set out in Appendix 4).
For the purposes of Rule 29.5 of the Code, the McKay Directors confirm that Knight Frank has confirmed to them that an updated valuation of McKay's assets as at the date of this Announcement would not be materially different to the valuation contained in Knight Frank's valuation report set out in Appendix 4).
In the event that either Workspace's or McKay's property portfolio was to be sold at the valuations contained in the valuation reports set out in Appendix 4, any gains realised on such disposals may be subject to taxation in the UK. Generally, capital gains arising from disposals by a UK REIT of assets used in its property rental business and shares in UK property rich companies should be exempt from UK corporation tax, however there are specific rules which can result in assets within the property rental business being subject to tax on disposal (for example when a property is materially developed and sold within three years of completion of that development or where a property has been used partly for the purposes of property rental business and partly for other purposes).
21. Documents available on website
Copies of the following documents will, by no later than 12 noon (London time) on the Business Day following this Announcement, be published on Workspace's website at www.workspace.co.uk/investors/investor-centre/recommended-offer-for-mckay-securities-plc and on McKay's website at www.mckaysecurities.plc.uk:
(a) this Announcement;
(b) the irrevocable undertakings and letter of intent listed in Appendix 3 to this Announcement;
(c) the Facility Agreement;
(d) the Co-operation Agreement;
(e) the McKay Confidentiality Agreement;
(f) the Workspace Confidentiality Agreement
(g) the Pension Trustee Confidentiality Agreement;
(h) the Pension Trustee Letter;
(i) the CBRE valuation report;
(j) the Knight Frank valuation report;
(k) an investor presentation provided to certain Workspace Shareholders; and
(l) consent letters from each of J.P. Morgan Cazenove, Rothschild & Co, CBRE and Knight Frank.
The contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this Announcement.
22. General
Each of J.P. Morgan Cazenove, Rothschild & Co, CBRE and Knight Frank has given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their opinions and names in the form and context in which they are included.
The Conditions and certain further terms of the Acquisition are set out in Appendix 1 to this Announcement. Appendix 2 contains the sources and bases of certain information and the bases of calculations used in this summary and this Announcement. Appendix 3 contains details of the irrevocable undertakings and letter of intent given to Workspace.
Appendix 4 to this Announcement contains property valuations supported by valuation reports for each of Workspace and McKay as at 31 January 2022 pursuant to the requirements of Rule 29 of the Code. These property valuation reports will, subject to the requirements of the Code, be reproduced in the Scheme Document. Each of CBRE and Knight Frank has given and not withdrawn its consent to the publication of its valuation report in this Announcement in the form and context in which it is included.
Appendix 5 contains the definitions of certain terms used in this Announcement.
Analyst and investor presentation
Workspace will host a presentation for analysts and investors at 9.45 a.m. (UK time) today to discuss the Acquisition.
To join the webcast: https://secure.emincote.com/client/workspace/workspace019
To join via conference call: please register at the following link and you will be provided with dial-in details and a unique access code:
https://secure.emincote.com/client/workspace/workspace019/vip_connect
Enquiries:
Workspace
Graham Clemett, Chief Executive Officer +44 20 7138 3300
Dave Benson, Chief Financial Officer
Paul Hewlett, Director of Strategy & Corporate Development
Clare Marland, Head of Corporate Communications
J.P. Morgan Cazenove (Sole Financial Adviser and Corporate Broker to Workspace)
Matt Smith +44 20 7742 4000
Jonty Edwards
Paul Pulze
Finsbury (PR Adviser to Workspace)
Chris Ryall +44 20 7251 3801
Guy Lamming
McKay
Simon Perkins, Chief Executive Officer +44 118 950 2333
Giles Salmon, Chief Financial Officer
Rothschild & Co (Sole Financial Adviser to McKay)
Alex Midgen +44 20 7280 5000
Sam Green
Jake Shackleford
Stifel Nicolaus Europe Limited (Corporate Broker to McKay)
Mark Young +44 20 7710 7600
Stewart Wallace
Jack McAlpine
FTI Consulting (PR Adviser to McKay)
Dido Laurimore +44 7801 654 424
Ellie Sweeney
Herbert Smith Freehills LLP is acting as legal adviser to Workspace in connection with the Acquisition.
Slaughter and May is acting as legal adviser to McKay in connection with the Acquisition.
Further Information
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of McKay in any jurisdiction in contravention of applicable laws.
The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision by McKay Shareholders in respect of, or other response to, the Acquisition (including any vote in respect of the Resolutions to approve the Acquisition, the Scheme or related matters), should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).
This Announcement does not constitute a prospectus or a prospectus equivalent document.
This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for arranging for the release of this Announcement on behalf of Workspace is Carmelina Carfora, Company Secretary and on behalf of McKay is Giles Salmon, Chief Financial Officer.
Information Relating to McKay Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by McKay Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from McKay may be provided to Workspace during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).
Overseas Jurisdictions
The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their McKay Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Unless otherwise determined by Workspace or required by the Code, and permitted by applicable law and regulation, the New Workspace Shares to be issued pursuant to the Acquisition to McKay Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
The availability of New Workspace Shares pursuant to the Acquisition to McKay Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. McKay Shareholders who are in any doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
Further details in relation to McKay Shareholders in overseas jurisdictions will be contained in the Scheme Document.
The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.
Additional Information for US Investors
Shareholders in the United States should note that the Acquisition relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in this Announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If Workspace exercises its right to implement the Acquisition by way of a Takeover Offer in accordance with the terms of the Cooperation Agreement and determines to extend the offer into the United States, such offer will be made in compliance with applicable United States securities laws and regulations.
McKay and Workspace are each organised under the laws of England. Some or all of the officers and directors of McKay and Workspace are residents of countries other than the United States. It may not be possible to sue McKay and Workspace in a non-US court for violations of US securities laws. It may be difficult to compel McKay, Workspace and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
The receipt of cash and shares by a US holder of McKay Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each McKay Shareholder (including US holders) is urged to consult its independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
This announcement does not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities in the United States.
Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved the Acquisition, passed upon the fairness of the Acquisition, or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.
Notes regarding New Workspace Shares
The New Workspace Shares to be issued pursuant to the Scheme have not been and will not be registered under the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New Workspace Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, the New Workspace Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).
The New Workspace Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. It is expected that the New Workspace Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933 (as amended) provided by Section 3(a)(10) thereof. For the purpose of qualifying for the exemption provided by Section 3(a)(10) of the US Securities Act, Workspace will advise the Court that its sanctioning of the Scheme will be relied on by Workspace for purposes of a Section 3(a)(10) exemption following a hearing on the fairness of the Scheme to McKay Shareholders.
Important Notices Relating to the Financial Advisers and Corporate Brokers
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan Cazenove is acting exclusively as financial adviser to Workspace and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Workspace for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for McKay and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than McKay for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to any matter referred to in this Announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker exclusively for McKay and no-one else in connection with the matters referred to in this Announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than McKay for providing the protections afforded to clients of Stifel, nor for providing advice in relation to any matter referred to in this Announcement.
Disclosure requirements
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(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 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 +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.
Forward-lookingstatements
This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Workspace and McKay contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Workspace and McKay about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement may include statements relating to the expected effects of the Acquisition on Workspace and McKay, the expected timing of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Workspace and McKay believe that the expectations reflected in such forward-looking statements are reasonable, Workspace and McKay can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements, including, among others the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the commercial property industry; changes in government policy and taxations; changes in political conditions, economies and markets in which Workspace and McKay operate; changes in the markets from which Workspace and McKay raise finance; the impact of legal or other proceedings; changes in accounting practices and interpretation of accounting standards under IFRS; changes in interest and exchange rates; industrial disputes; war and terrorism. These forward-looking statements speak only as at the date of this document.
Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Workspace nor McKay, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), neither Workspace or McKay is under any obligation, and Workspace and McKay expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
No profit forecasts, estimates or quantified benefits statements
No statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for McKay or Workspace for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for McKay or Workspace respectively.
Publication of this Announcement
A copy of this Announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on www.workspace.co.uk/investors/investor-centre/recommended-offer-for-mckay-securities-plc and www.mckaysecurities.plc.uk by no later than 12 noon (London time) on the Business Day following this Announcement.
The contents of Workspace's website and McKay's website are not incorporated into and do not form part of this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, McKay Shareholders, persons with information rights and participants in McKay Share Plans may request a hard copy of this Announcement by writing to McKay Securities Plc, 20 Greyfriars Road, Reading, Berkshire RG1 1NL or by contacting McKay's Company Secretary, during business hours on +44 (0)118 950 2333. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information be sent to them in relation to the Acquisition should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, McKay confirms that, as at 1 March 2022 (being the last Business Day prior to the date of this Announcement), it had in issue 90,089,313 ordinary shares of 20 pence each. The ISIN for the shares is GB0005522007.
For the purposes of Rule 2.9 of the Code, Workspace confirms that, as at 1 March 2022 (being the last Business Day prior to the date of this Announcement), it had in issue 181,123,659 ordinary shares of one pound each. The ISIN for the shares is GB00B67G5X01.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part 1 Conditions of the Scheme and Acquisition
1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Code, on or before the Long Stop Date.
Scheme Conditions
2. The Scheme will be conditional upon:
(a) its approval by a majority in number of the Scheme Shareholders (or relevant class or classes thereof) present and voting (and entitled to vote) at the Court Meeting and any separate class meeting which may be required by the Court, or at any adjournment of such meetings, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders (or relevant class or classes thereof);
(b) all Resolutions being duly passed by the requisite majority or majorities of the McKay Shareholders at the General Meeting, or at any adjournment thereof;
(c) the Court Meeting and the General Meeting being held on or before the 22nd day after the expected date of such meetings to be set out in the Scheme Document in due course (or such later date (if any) as Workspace and McKay may agree (with the consent of the Panel) and the Court may approve, if such approval is required);
(d) the sanction of the Scheme by the Court (with or without modifications, but subject to any modifications being on terms acceptable to McKay and Workspace);
(e) the Court Sanction Hearing being held on or before the 22nd day after the expected date of the Court Sanction Hearing to be set out in the Scheme Document in due course (or such later date (if any) as Workspace and McKay may agree (with the consent of the Panel) and the Court may approve, if such approval is required); and
(f) a copy of the Court Order being delivered for registration to the Registrar of Companies.
General Conditions
3. Subject as stated in Part 2 below and to the requirements of the Panel, the Acquisition is also conditional on the following Conditions having been satisfied or, where applicable, waived and accordingly the necessary actions to make the Scheme Effective will not be taken unless such Conditions have been so satisfied or waived:
Admission of New Workspace Shares
(a) (i) the FCA having acknowledged to Workspace or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New Workspace Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FCA and any listing conditions having been satisfied; and
(ii) the London Stock Exchange having acknowledged to Workspace or its agent (and such acknowledgement not having been withdrawn) that the New Workspace Shares will be admitted to trading on the London Stock Exchange's Main Market for listed securities;
Official authorisations, regulatory clearances and third party clearances
(b) the waiver (or non-exercise within any applicable time limits) by any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction (each a "Third Party") of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider McKay Group taken as a whole) arising as a result of or in connection with the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect Acquisition of any shares or other securities in, or control or management of, McKay by Workspace or any member of the Wider Workspace Group;
(c) (i) all necessary filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Workspace Group of any shares or other securities in, or control of, McKay and all authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals reasonably deemed necessary by Workspace or any member of the Wider Workspace Group for or in respect of the Acquisition (including without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, McKay or any member of the Wider McKay Group by any member of the Wider Workspace Group), in each case, having been obtained from all appropriate Third Parties or persons with whom any member of the Wider McKay Group has entered into contractual arrangements and in each case, where the consequence of a failure to make such filing or application, comply with such statutory or regulatory obligation or obtain such material authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals would be unlawful in any jurisdiction, and (ii) all such material authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals necessary or appropriate to carry on the business of any member of the Wider McKay Group which is material in the context of the Workspace Group or the McKay Group as a whole or of the financing of the Acquisition remaining in full force and effect and all filings necessary for such purpose having been made and there being no written notice of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional;
(d) no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other steps, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would reasonably be expected to:
(i) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Workspace Group or any member of the Wider McKay Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider Workspace Group or the Wider McKay Group in either case taken as a whole;
(ii) require, prevent or delay the divestiture by any member of the Wider Workspace Group of any shares or other securities in McKay;
(iii) impose any material limitation on, or result in a delay in, the ability of any member of the Wider Workspace Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider McKay Group or the Wider Workspace Group or to exercise voting or management control over any such member;
(iv) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Workspace Group or of any member of the Wider McKay Group to an extent which is material in the context of the Wider Workspace Group or the Wider McKay Group in either case taken as a whole;
(v) make the Acquisition or its implementation or the Acquisition or proposed Acquisition by Workspace or any member of the Wider Workspace Group of any shares or other securities in, or control of McKay void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto;
(vi) except pursuant to the implementation of the Acquisition and/or, if applicable, sections 974 to 991 of the Companies Act, require any member of the Wider Workspace Group or the Wider McKay Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider McKay Group or the Wider Workspace Group owned by any third party;
(vii) impose any limitation on the ability of any member of the Wider McKay Group to co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to and material in the context of the Wider McKay Group taken as a whole or in the context of the Acquisition; or
(viii) result in any member of the Wider McKay Group ceasing to be able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any McKay Shares having expired, lapsed or been terminated, in each case, where the consequence of a failure to wait for the expiry, lapse or termination of such waiting or time period would be unlawful in any jurisdiction;
Certain matters arising as a result of any arrangement, agreement etc.
(e) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider McKay Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any circumstance which in consequence of the Acquisition or the proposed acquisition of any shares or other securities (or equivalent) in McKay or because of a change in the control or management of McKay or otherwise, could result in any of the following to an extent which is material and adverse in the context of the Wider McKay Group, or the Wider Workspace Group, in either case taken as a whole, or in the context of the Acquisition:
(i) any moneys borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;
(iii) any asset or interest of any such member being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;
(iv) other than liens arising in the ordinary course of business the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any such member;
(v) the rights, liabilities, obligations or interests of any such member, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected or any adverse action being taken or any onerous obligation or liability arising thereunder;
(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or
(viii) the creation or acceleration of any liability, actual or contingent, by any such member (including any material tax liability or any obligation to obtain or acquire any material authorisation, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider McKay Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition;
Certain events occurring since Last Accounts Date
(f) save as Disclosed, no member of the Wider McKay Group having, since the Last Accounts Date:
(i) save as between McKay and wholly-owned subsidiaries of McKay or for McKay Shares issued under or pursuant to the exercise of options and vesting of awards granted under the McKay Share Plans, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;
(ii) save as between McKay and wholly-owned subsidiaries of McKay or for the grant of options and awards and other rights under the McKay Share Plans, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the McKay Group, prior to completion of the Acquisition, recommended, declared, paid or made any dividend or other distribution payable in cash or otherwise or made any bonus issue;
(iv) save for intra-McKay Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider McKay Group taken as a whole;
(v) save for intra-McKay Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider McKay Group taken as a whole;
(vi) issued, authorised or proposed the issue of, or made any change in or to, any debentures or (save for intra-McKay Group transactions), save in the ordinary course of business, incurred or increased any material indebtedness or become subject to any material contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii) above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider McKay Group taken as a whole (excluding, for the avoidance of doubt, any such actions taken in connection with McKay's share buyback programme announced on 8 March 2021, as extended);
(viii) save for intra-McKay Group transactions, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;
(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business, in each case, to the extent which is material in the context of the Wider McKay Group taken as a whole;
(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, to the extent which is material in the context of the Wider McKay Group taken as a whole;
(xi) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider McKay Group or the Wider Workspace Group other than of a nature and extent which is normal in the context of the business concerned;
(xii) waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider McKay Group taken as a whole;
(xiii) made any material alteration to its memorandum or articles of association or other incorporation documents (in each case, other than in connection with the Scheme or where any such alteration does not introduce unusual or onerous provisions which are material in the context of the Acquisition);
(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(xv) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition;
(xvi) (except in relation to changes made or agreed as a result of, or arising from, applicable law or changes to applicable law and/or pursuant to the terms of the Pension Trustee Letter) made or agreed or consented to any change to:
a) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider McKay Group for its directors, employees or their dependents, including the McKay Securities Plc Pension and Life Assurance Scheme;
b) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;
c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
d) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,
in each case, to the extent which is material in the context of the Wider McKay Group taken as a whole;
(xvii) except pursuant to the terms of the Co-operation Agreement proposed, agreed to provide or modified the terms of any of the McKay Share Plans or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider McKay Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider McKay Group, save as agreed by the Panel (if required) and by Workspace;
(xviii) on or after the date of this Announcement, and other than with the consent of Workspace and (if required) the Panel, taken (or agreed or proposed to take) any action which requires, or would require the approval of McKay Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;
(xix) except pursuant to the terms of the Co-operation Agreement, entered into, or varied in a material way the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any members of the Wider McKay Group; or
(xx) waived or compromised any claim which is material in the context of the Wider McKay Group taken as a whole, otherwise than in the ordinary course.
No adverse change, litigation or regulatory enquiry
(g) save as Disclosed, since the Last Accounts Date:
(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider McKay Group which, in any such case, is material in the context of the Wider McKay Group taken as a whole and no circumstances have arisen which would reasonably be expected to result in such adverse change or deterioration;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider McKay Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party or other investigative body against or in respect of any member of the Wider McKay Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider McKay Group which in any such case has had or would reasonably be expected to have a material and adverse effect on the Wider McKay Group taken as a whole or in the context of the Acquisition;
(iii) no contingent or other liability of any member of the Wider McKay Group having arisen or become apparent to Workspace or increased which has had or would reasonably be expected to have a material and adverse effect on the Wider McKay Group taken as a whole; or in the context of the Acquisition;
(iv) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member by or the Wider McKay Group which in any case is material in the context of the Wider McKay Group taken as a whole;
(v) no member of the Wider McKay Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider McKay Group as a whole or material in the context of the Acquisition; and
(vi) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider McKay Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, a material and adverse effect on the Wider McKay Group taken as a whole;
No discovery of certain matters
(h) save as Disclosed, Workspace not having discovered:
(i) that any financial, business or other information concerning the Wider McKay Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider McKay Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to Workspace or its professional advisers, in each case, to the extent which is material in the context of the Wider McKay Group taken as a whole;
(ii) that any member of the Wider McKay Group or partnership, company or other entity in which any member of the Wider McKay Group has a significant economic interest and which is not a subsidiary undertaking of McKay, is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts for McKay for the financial year ended 31 March 2021, in each case, to the extent which is material in the context of the Wider McKay Group taken as a whole; or
(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider McKay Group and which is material in the context of the Wider McKay Group taken as a whole;
(i) save as Disclosed, Workspace not having discovered that:
(i) any past or present member of the Wider McKay Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider McKay Group and which is material in the context of the Wider McKay Group taken as a whole;
(ii) there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider McKay Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider McKay Group (or on its behalf) or by any person for which a member of the Wider McKay Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any Third Party and which is material in the context of the Wider McKay Group taken as a whole or the Acquisition;
(iii) circumstances exist (whether as a result of the making of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Workspace Group or any present or past member of the Wider McKay Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider McKay Group (or on its behalf) or by any person for which a member of the Wider McKay Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider McKay Group taken as a whole or the Acquisition; or
(iv) circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider McKay Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider McKay Group and which is material in the context of the Wider McKay Group taken as a whole or the Acquisition; and
Anti-corruption, economic sanctions, criminal property and money laundering
(j) save as Disclosed, Workspace not having discovered that:
(i) (A) any past or present member, director, officer or employee of the Wider McKay Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks or (B) any person that performs or has performed services for or on behalf of the Wider McKay Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks; or
(ii) any asset of any member of the Wider McKay Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider McKay Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering; or
(iii) any past or present member, director, officer or employee of the Wider McKay Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:
(a) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or
(b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law; or
(iv) any past or present member, director, officer or employee of the Wider McKay Group, or any other person for whom any such person may be liable or responsible:
(a) has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;
(b) has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;
(c) has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or
(d) is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or
(v) any member of the Wider McKay Group is or has been engaged in any transaction which would cause Workspace to be in breach of any law or regulation upon its Acquisition of McKay, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any other relevant government authority.
For the purposes of these Conditions the "Wider McKay Group" means McKay and its subsidiary undertakings, associated undertakings and any other undertaking in which McKay and/or such undertakings (aggregating their interests) have a significant interest and the "Wider Workspace Group" means Workspace and its subsidiary undertakings, associated undertakings and any other undertaking in which Workspace and/or such undertakings (aggregating their interests) have a significant interest and for these purposes subsidiary undertaking and undertaking have the meanings given by the Companies Act, associated undertaking has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall be excluded for this purpose, and significant interest means a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act).
Part 2 Waiver and invocation of Conditions
1. The Acquisition will be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in this Appendix 1, to the further terms set out in this Appendix 1, and to the full terms and conditions which will be set out in the Scheme Document.
2. Subject to the requirements of the Panel, Workspace reserves the right to waive, in whole or in part, all or any of the Conditions set out in Part 1 of Appendix 1 above, except for the Conditions set out at paragraphs 1, 2(a), 2(b), 2(d) and 2(f), which cannot be waived. The deadlines in the Conditions set out at paragraphs 2(c) and 2(e) may also be extended to such later date as may be agreed in writing by Workspace and McKay (with the Panel's consent and approval of the Court, if required). If any of the Conditions set out at paragraphs 2(c) and 2(e) are not satisfied by the relevant deadline specified in the relevant Condition, Workspace shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether, subject to paragraph 3 below, it has invoked the relevant Condition, waived the relevant deadline or agreed with McKay to extend the relevant deadline.
3. Workspace shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied any of Conditions set out in paragraphs 3 (b) to (j) (inclusive) by a date earlier than the latest date specified above for the fulfilment of the relevant Condition, notwithstanding that the other Conditions to the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Condition(s) may not be capable of fulfilment.
4. Under Rule 13.5(a) of the Code, Workspace may only invoke a Condition to the Acquisition so as to cause the Acquisition not to proceed or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Workspace in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.
5. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Workspace.
6. The Conditions set out in paragraphs 1, 2(a), 2(b), 2(d) and 2(f) (and, if applicable, any offer acceptance condition adopted on the basis specified in paragraph 1 of Part 3 below if the Acquisition is implemented by way of a Takeover Offer) are not subject to Rule 13.5(a) of the Code.
7. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
Conditions 3 (b) to (j) (inclusive) must be fulfilled, be determined by Workspace to be or remain satisfied or (if capable of waiver) be waived by Workspace by 11.59 p.m. on the date immediately preceding the Court Sanction Hearing, failing which the Scheme shall lapse.
Part 3 Certain further terms of the Acquisition
1. Workspace reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to the Panel's consent and the terms of the Co-operation Agreement. In such event, such Takeover Offer will (unless otherwise determined by Workspace and subject to the consent of the Panel,) be implemented on the same terms and conditions as those which would apply to the Scheme subject to appropriate amendments to reflect the change in method of effecting the Acquisition, which may include (without limitation and subject to the consent of the Panel and subject and without prejudice to the terms of the Co-operation Agreement for so long as it is continuing) an acceptance condition that is set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as Workspace may decide) of the voting rights attaching to McKay Shares, including, for this purpose, any such voting rights attaching to McKay Shares that are unconditionally allotted or issued before the Takeover Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.
2. If Workspace is required by the Panel to make an offer for McKay Shares under the provisions of Rule 9 of the Code, Workspace may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.
3. The Scheme and the Acquisition and any dispute or claim arising out of, or in connection with, them (whether contractual or non-contractual in nature) will be governed by English law and will be subject to the jurisdiction of the Courts of England. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the Listing Rules.
4. The McKay Shares will be acquired under the Acquisition fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the Effective Date. If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by McKay in respect of a McKay Share on or after the date of this Announcement and prior to the Effective Date, Workspace will have the right to reduce the value of the consideration payable for each McKay Share by up to the amount per McKay Share of such dividend, distribution or return of value except where the McKay Share is or will be acquired pursuant to the Scheme on a basis which entitles Workspace to receive the dividend, distribution or return of value and to retain it. If any such dividend or distribution or return of value is paid or made after the date of this Announcement and Workspace exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by Workspace of its rights referred to in this paragraph shall be the subject of an Announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.
5. The availability of the New Workspace Shares to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.
6. The New Workspace Shares to be issued under the Scheme will be issued credited as fully paid and will rank pari passu with the issued ordinary shares in Workspace, including the right to receive in full all dividends and other distributions, if any, declared, made or paid after Scheme Effective Time.
7. Fractions of New Workspace Shares will not be allotted or issued to accepting McKay Shareholders. Fractional entitlements to New Workspace Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to the McKay Shareholders entitled thereto.
APPENDIX 2
Sources and bases of information and bases of calculation
In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:
1. All Closing Prices for Workspace Shares and McKay Shares have been derived from Bloomberg;
2. All VWAPs are derived from Bloomberg for the relevant time periods;
3. Issued and to be issued share capital of McKay Shares, being 91,418,263 McKay Shares, is calculated as at 1 March 2022 (being the last Business Day prior to the date or this Announcement) on the basis of:
a. the 90,089,313 McKay Ordinary Shares in issue as at 1 March 2022 (being the last Business Day prior to the date or this Announcement); and
b. the 1,328,950 McKay Ordinary Shares expected to be issued under the McKay Share Plans;
4. The financial information relating to McKay has been extracted or derived (without adjustment) from the:
a. audited consolidated financial statements of McKay for the year ended 31 March 2021; and
b. unaudited consolidated interim financial statements contained in the interim results of McKay for the period ended 30 September 2021;
5. The financial information relating to Workspace is extracted or derived (without adjustment) from the:
a. audited consolidated financial statements of Workspace for the year ended 31 March 2021;
b. unaudited consolidated interim financial statements contained in the interim results of Workspace for the period ended 30 September 2021; and
c. management estimates in respect of the net debt and LTV values as at 31 January 2022;
6. Property portfolio and valuation information relating to McKay is from the valuation report produced by Knight Frank as set out in Appendix 4 to this Announcement;
7. Property portfolio and valuation information relating to Workspace is from the valuation report produced by CBRE as set out in Appendix 4 to this Announcement;
8. The figure of £68.5 million of net sale proceeds for the sale of 30 Lombard Street as set out in paragraph 5 of this Announcement is net of outstanding tenant incentives, tax and sale costs.
9. For the purposes of Rule 29.1(d) of the Code, an updated valuation of Workspace's investment properties has been obtained. This has been used to calculate Workspace's estimated Net Tangible Assets per Workspace Share as at 31 January 2022:
Summary Balance Sheet |
|
| 31 Jan 2022(1) | ||
|
|
| Net assets | No' of shares(5) | Net assets |
|
|
| £'m | million | per share |
|
|
|
|
| pence |
Investment properties(2) |
|
| 2,401.8 |
|
|
Net borrowings(3) |
|
| 573.2 |
|
|
Other liabilities(4) |
|
| 66.2 |
|
|
Net Tangible Assets |
|
| 1,762.4 | 181.9 | 969 |
(1) Estimated figures
(2) Investment property value is presented as per CBRE valuation
(3) As at 31 January 2022
(4) Other liabilities include: trade and other receivables, trade and other payables and other investments
(5) 30 September 2021 diluted shares
The estimated Net Tangible Assets as at 31 January 2022, and the adjustments referred to above, have been derived from Workspace's estimate of the financial position of Workspace as at 31 January 2022. The estimated Net Tangible Assets per Workspace Share has been calculated on the basis of the Workspace Shares in issue at 30 September 2021.
10. For the purposes of Rule 29.1(d) of the Code, an updated valuation of McKay's investment properties has been obtained. This has been used to calculate McKay's estimated Net Tangible Assets per McKay Share and adjusted Net Tangible Assets per McKay Share, each as at 31 January 2022:
Summary Balance Sheet |
|
| 31 Jan 2022(1) | ||
|
|
| Net assets | No' of shares | Net assets |
|
|
| £'m | million | per share |
|
|
|
|
| pence |
Investment properties(2) |
|
| 486.5 |
|
|
Other assets(3) |
|
| 12.6 |
|
|
Net borrowings |
|
| (172.3) |
|
|
Other liabilities(4) |
|
| (18.9) |
|
|
Net Tangible Assets |
|
| 307.8 | 90.69 | 339p |
Estimated Aviva term loan prepayments cost(5) |
|
| (12.1) |
|
|
Adjusted Net Tangible Assets |
|
| 295.7 | 90.69 | 326p |
(1) Estimated figures
(2) Investment property value is presented in accordance with the Company's accounting policies and previous disclosures. The difference between this figure and the Knight Frank valuation of wholly owned investment properties of £490.4m is made up of the following items; IFRS 16 adjustments for rent free periods and tenant incentives (£-7.9m) and the grossing up of headlease liabilities (£3.6m)
(3) Other assets include: fixed assets, trade and other receivables and IFRS 16 rent free and incentives debtor
(4) Other liabilities include: trade and other payables, rent received in advance, lease liabilities and provisions
(5) Calculated as at 31-Jan-22 in line with the lenders Standard Method
The estimated Net Tangible Assets as at 31 January 2022, and the adjustments referred to above, have been derived from McKay's estimate of the financial position of McKay as at 31 January 2022. The estimated Net Tangible Assets per McKay Share has been calculated on the basis of the McKay Shares in issue at 31 January 2022.
11. Certain figures in this announcement have been subject to rounding adjustments.
APPendix 3
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
(A) Irrevocable undertakings from McKay Directors
The following McKay Directors have given irrevocable undertakings to, amongst other things, vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting in relation to the following McKay Shares currently held by them as well as any further McKay Shares which they may become the registered or beneficial owner of or otherwise interested in:
Name | Number of McKay Shares | Percentage of issued share capital of McKay (%) |
Richard Grainger | 57,638 | 0.06% |
Simon Perkins | 55,245 | 0.06% |
Giles Salmon | 103,702 | 0.12% |
Thomas Elliott | 33,030 | 0.04% |
Jonathan Austen | 25,350 | 0.03% |
Helen Sachdev | 0 | 0.00% |
Jeremy Bates | 0 | 0.00% |
Nicholas Shepherd | 23,315 | 0.03% |
TOTAL | 298,280 | 0.33% |
The obligations of the McKay Directors under the irrevocable undertakings they have given shall lapse and cease to have effect if:
·the Scheme Document is not despatched to the McKay Shareholders within 28 days from the date of the irrevocable undertakings except as permitted by the Code, or such later date as may be agreed by the Panel provided that Workspace has not subsequently elected (in accordance with and subject to the terms of the Cooperation Agreement) to proceed with the implementation of the Offer by way of a Takeover Offer;
·where Workspace has elected (in accordance with and subject to the terms of the Co-operation Agreement) to proceed with the implementation of the Acquisition by way of a Takeover Offer, the Offer Document is not despatched to McKay Shareholders within 28 days of the date of the publication of the announcement made in accordance with the requirements of paragraph 8 of Appendix 7 of the Code (or such other date as the Panel may require);
·the Scheme lapses (other than in circumstances where Workspace has, in accordance with and subject to the terms of the Co-operation Agreement, announced a firm intention to proceed with the implementation of the Acquisition by way of a Takeover Offer);
·Workspace announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new replacement Scheme or Takeover Offer is announced by Workspace in accordance with Rule 2.7 of the Code at the same time; or
·any competing offer for the entire issued and to be issued ordinary share capital of McKay becomes or is declared unconditional in all respects (if implemented by way of a Takeover Offer) or becomes effective (if implemented by way of a Scheme).
(B) Irrevocable undertakings from other McKay Shareholders
The following holders, controllers and/or beneficial owners of McKay Shares have given irrevocable undertakings that they shall or shall procure that the registered holder of such McKay Shares shall, amongst other things, vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting in relation to the following McKay Shares currently held by them as well as any further McKay Shares which they may become the registered or beneficial owner of or otherwise interested in:
Registered Holder |
Beneficial Holder | Number of McKay Shares | Percentage of issued share capital of McKay (%) |
Alistair McKay | Alistair McKay | 557,558 | 0.62% |
Andrew McKay | Andrew McKay | 621,645 | 0.69% |
Iain McKay | Iain McKay | 242,858 | 0.27% |
GF McKay Marriage Settlement | Alistair McKay, Andrew McKay, Charlotte McKay and Catriona Littlehales | 654,782 | 0.73% |
Iain McKay Discretionary Grandchildren's Trust | Eleanor and James McKay, Matilda and Jemima Littlehales, Alastair, Andrew and Charlotte McKay and Catriona Littlehales | 536,192 | 0.60% |
Sutherland Securities Limited | Sutherland Securities Limited | 2,712,551 | 3.01% |
Smith & Williamson Nominees Limited | Brompton 35 Limited | 2,712,552 | 3.01% |
Margaret Chilton |
GF McKay Fund on behalf of Margaret Chilton, Sacha Chilton, Candida Waters, Fenella Nicholas and Alexander Chilton | 2,590,429 | 2.88% |
Candida Waters | Chilton 2015 Trust on behalf of Chilton family members | 1,450,816 | 1.61% |
TR Property Investment Trust plc | TR Property Investment Trust plc | 7,560,496 | 8.39% |
TOTAL | 19,639,879 | 21.80% |
The obligations of the McKay Shareholders under the irrevocable undertakings they have given shall lapse and cease to have effect if:
·the Scheme Document is not despatched to the McKay Shareholders within 28 days from the date of the irrevocable undertakings except as permitted by the Code, or such later date as may be agreed by the Panel provided that Workspace has not subsequently elected (in accordance with and subject to the terms of the Cooperation Agreement) to proceed with the implementation of the Offer by way of a Takeover Offer;
·where Workspace has elected (in accordance with and subject to the terms of the Co-operation Agreement) to proceed with the implementation of the Acquisition by way of a Takeover Offer, the Offer Document is not despatched to McKay Shareholders within 28 days of the date of the publication of the announcement made in accordance with the requirements of paragraph 8 of Appendix 7 of the Code (or such other date as the Panel may require);
·the Scheme lapses (other than in circumstances where Workspace has, in accordance with and subject to the terms of the Co-operation Agreement, announced a firm intention to proceed with the implementation of the Acquisition by way of a Takeover Offer);
·Workspace announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new replacement Scheme or Takeover Offer is announced by Workspace in accordance with Rule 2.7 of the Code at the same time; or
·any competing offer for the entire issued and to be issued ordinary share capital of McKay becomes or is declared unconditional in all respects (if implemented by way of a Takeover Offer) or becomes effective (if implemented by way of a Scheme).
In addition, the McKay Shareholders other than TR Property Investment Trust may accept a competing offer for the entire issued and to be issued ordinary share capital of McKay or exercise their voting rights in favour of a competing offer for the entire issued and to be issued ordinary share capital of McKay provided that in the reasonable opinion of the McKay Board the offer represents a value per McKay Share of not less than 327 pence and Workspace has not announced a firm intention to make a revised offer for the entire issued and to be issued share capital of McKay for an equivalent or improved consideration to that available under such competing offer by 5.00 p.m. on the fifteenth business day after the date of the announcement made under Rule 2.7 of the Code of such competing offer.
TR Property Investment Trust may accept a competing offer for the entire issued and to be issued ordinary share capital of McKay or exercise its voting rights in favour of a competing offer for the entire issued and to be issued ordinary share capital of McKay provided that in its reasonable opinion the offer represents a value per McKay Share of not less than 300 pence.
(C) Letter of Intent
Aberforth Partners LLP has given to Workspace a non-binding letter of intent to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if the Acquisition is to be implemented by way of a Takeover Offer accept or procure the acceptance of any such Takeover Offer) in respect of 13,402,943 McKay Shares representing approximately 14.9 per cent. of McKay's issued share capital as at 1 March 2022 (being the last Business Day prior to the date of this Announcement).
APPENDIX 4
VALUATION REPORTS
PART A: VALUATION REPORT OF CBRE LIMITED IN RESPECT OF WORKSPACE GROUP PLC PROPERTIES
condensed
VALUATION
REPORT
Valuation Date: 31 January 2022
Report Date: 1 March 2022
In respect of: |
Workspace Group plc Portfolio |
On behalf of: |
The Addressees as stated below |
Introduction |
Report Date | 1 March 2022 |
| |||||||||||||||||||||||||||||||||||||||||||||
Valuation Date | 31 January 2022 |
| |||||||||||||||||||||||||||||||||||||||||||||
Addressee | The Directors Workspace Group plc
(herein after referred to as "Workspace")
and
J.P. Morgan Securities plc 25 Bank Street London E14 5JP
(in its capacity as Financial Adviser to the Company)
(and the above collectively referred to hereinafter as the "Addressees")
|
| |||||||||||||||||||||||||||||||||||||||||||||
The Properties | The properties held by Workspace Group plc as listed in the Schedule of Assets below (the "Properties"). | ||||||||||||||||||||||||||||||||||||||||||||||
Instruction | To value the unencumbered freehold, heritable and leasehold interests (as applicable) in the Properties on the basis of Market Value as at the Valuation Date in accordance with the terms of engagement entered into between CBRE and the Addressees dated 1 March 2022. | ||||||||||||||||||||||||||||||||||||||||||||||
Capacity of Valuer | External Valuer, as defined in the current version of the RICS Valuation - Global Standards. | ||||||||||||||||||||||||||||||||||||||||||||||
Purpose | The purpose of our valuation and the Appendices to it will be to assess the Market Value of the freehold, heritable and leasehold interests in the Properties (together the "Valuation Report") for inclusion in an announcement to be made under Rule 2.7 of the Takeover Codeand for inclusion in a subsequent offer document or scheme document (as applicable) (the "Purpose"). This Valuation Report has been prepared in accordance with Rule 29 of the Takeover Code. The effective date of valuation is 31 January 2022. | ||||||||||||||||||||||||||||||||||||||||||||||
Market Value of Workspace's Interest in the Properties
| £2,401,835,000 (TWO BILLION FOUR HUNDRED AND ONE MILLION EIGHT HUNDRED AND THIRTY FIVE THOUSAND POUNDS) exclusive of VAT, as shown in Schedule of Assets below. Appendix A contains details of the Properties that are in the course of development or held for development as required by Rule 29 of the Takeover Code. We are required to show the split of values between freehold (and heritable) and leasehold property, and to report separately on properties held for investment and held for development. The Company has expressly instructed us not to disclose the individual values or rents of the Properties which it considers commercially sensitive. Our opinion of Market Value is based upon the Scope of Work and Valuation Assumptions attached, and has been primarily derived using comparable recent market transactions on arm's length terms.
In accordance with Note 3 of Rule 29.4 of the Takeover Code, please find additional figures relating to the development Properties attached at Appendix A to this report. | ||||||||||||||||||||||||||||||||||||||||||||||
We have valued the Properties individually and no account has been taken of any discount or premium that may be negotiated in the market if all or part of the portfolio was to be marketed simultaneously, either in lots or as a whole. | |||||||||||||||||||||||||||||||||||||||||||||||
Where a property is owned through an indirect investment structure or a joint tenancy in a trust for sale, our Valuation represents the relevant apportioned percentage of ownership of the value of the whole property, assuming full management control. Our Valuation therefore is unlikely to represent the value of the interests in the indirect investment structure through which the property is held.
Our opinion of Market Value is based upon the Scope of Work and Valuation Assumptions attached and has been primarily derived using comparable recent market transactions on arm's length terms.
We hereby confirm that as at the date of this report, we are not aware of any material changes to the Properties which would affect our Valuation between the effective date of the Valuation and the date of this report. | |||||||||||||||||||||||||||||||||||||||||||||||
Development Assets | The development Properties have been valued by way of a discounted cashflow and residual appraisals. These methods of valuation are very sensitive to changes in key inputs. Small changes in variables such as sales volumes or build costs will have a disproportionate effect on land value as demonstrated below. Site values can therefore be susceptible to considerable variances as a result of changes in market conditions. | ||||||||||||||||||||||||||||||||||||||||||||||
Compliance with Valuation Standards | The Valuation has been prepared in accordance with the latest version of the RICS Valuation - Global Standards (incorporating the International Valuation Standards) and the UK national supplement (the "Red Book") current as at the Valuation Date. | ||||||||||||||||||||||||||||||||||||||||||||||
The Properties have been valued by a valuer who is qualified for the purpose of the Valuation in accordance with the Red Book. We confirm that we have sufficient local and national knowledge of the particular property market involved and have the skills and understanding to undertake the Valuation competently. | |||||||||||||||||||||||||||||||||||||||||||||||
Where the knowledge and skill requirements of the Red Book have been met in aggregate by more than one valuer within CBRE, we confirm that a list of those valuers has been retained within the working papers, together with confirmation that each named valuer complies with the requirements of the Red Book. | |||||||||||||||||||||||||||||||||||||||||||||||
This Valuation is a professional opinion and is expressly not intended to serve as a warranty, assurance or guarantee of any particular value of the subject Properties. Other valuers may reach different conclusions as to the value of the subject Properties. This Valuation is for the sole purpose of providing the intended user with the valuer's independent professional opinion of the value of the subject Properties as at the Valuation Date. | |||||||||||||||||||||||||||||||||||||||||||||||
In accordance with the RICS Valuation Global Standards (2020) ("Red Book") we have made certain disclosures in connection with this valuation instruction and our relationship with the Addressees. | |||||||||||||||||||||||||||||||||||||||||||||||
Assumptions | The Properties details on which each Valuation are based are as set out in this report. We have made various assumptions as to tenure, letting, taxation, town planning, and the condition and repair of buildings and sites - including ground and groundwater contamination - as set out below.
If any of the information or assumptions on which the Valuation is based are subsequently found to be incorrect, the Valuation figures may also be incorrect and should be reconsidered. | ||||||||||||||||||||||||||||||||||||||||||||||
Variations and/or Departures from Standard Assumptions | None. | ||||||||||||||||||||||||||||||||||||||||||||||
Novel Coronavirus (COVID-19) | The outbreak of the Novel Coronavirus (COVID-19), declared by the World Health Organisation as a "Global Pandemic" on the 11 March 2020, has impacted many aspects of daily life and the global economy. However, in UK Industrial Logistics, as at the Valuation Date, transaction volumes provided enough up-to-date comparable market evidence upon which to base opinions of value. Given the unknown future impact of COVID-19 on the real estate market and the difficulty in differentiating between short-term impacts and longer-term structural market changes, we recommend that you keep the Valuation contained in this report under frequent review. | ||||||||||||||||||||||||||||||||||||||||||||||
Sustainability Considerations | Wherever appropriate, sustainability and environmental matters are an integral part of the valuation approach. 'Sustainability' is taken to mean the consideration of such matters as environment and climate change, health and well-being and corporate responsibility that can or do impact on the valuation of an asset. In a valuation context, sustainability encompasses a wide range of physical, social, environmental, and economic factors that can affect value. The range of issues includes key environmental risks, such as flooding, energy efficiency and climate, as well as matters of design, configuration, accessibility, legislation, management, and fiscal considerations - and current and historic land use. Sustainability has an impact on the value of an asset, even if not explicitly recognised. Valuers reflect markets, they do not lead them. Where we recognise the value impacts of sustainability, we are reflecting our understanding of how market participants include sustainability requirements in their bids and the impact on market valuations. | ||||||||||||||||||||||||||||||||||||||||||||||
Climate Risk Legislation | The UK Government is currently producing legislation which enforces the transition to net zero by 2050, and the stated 78% reduction of greenhouse gases by 2035 (based on a 1990 baseline). We understand this to include an update to the Minimum Energy Efficiency Standards, stated to increase the minimum requirements from an E (since 2018) to a B in 2030. The government also intends to introduce an operational rating. It is not yet clear how this will be legislated, but fossil fuels used in building, such as natural gas for heating, are incompatible with the UK's commitment to be Net Zero Carbon by 2050. This upcoming legislation could have a potential impact to future asset value. We also note that the UK's introduction of mandatory climate related disclosures (reporting climate risks and opportunities consistent with recommendations by the "Task Force for Climate Related Financial Disclosure" (TCFD)), including the assessment of so-called physical and transition climate risks, will potentially have an impact on how the market views such risks and incorporates them into the sale of letting of assets. The European Union's "Sustainable Finance Disclosure Regulations" (SFDR) may impact on UK asset values due to the requirements in reporting to European investors. | ||||||||||||||||||||||||||||||||||||||||||||||
Independence | CBRE currently value the Properties as part of a wider mandate for financial reporting purposes on behalf of the Company. CBRE Ltd have had no other previous material involvement with any of the Properties.
The total fees, including the fee for this assignment, earned by CBRE Ltd (or other companies forming part of the same group of companies within the UK) from the Company (or other companies forming part of the same group of companies) is less than 5.0% of the total UK revenues. | ||||||||||||||||||||||||||||||||||||||||||||||
Responsibility | We are responsible for this Valuation Report and accept responsibility for the information contained in this Valuation Report and confirm that to the best of our knowledge the information contained in this Valuation Report is in accordance with the facts and contains no omissions likely to affect its import. | ||||||||||||||||||||||||||||||||||||||||||||||
Reliance | This Valuation Report will be relied upon by the Addressees. No reliance may be placed upon the contents of this Valuation Report by any party for any purpose other than in connection with the Purpose. | ||||||||||||||||||||||||||||||||||||||||||||||
| Yours faithfully
| Yours faithfully | |||||||||||||||||||||||||||||||||||||||||||||
| Nick Knight Executive Director RICS Registered Valuer For and on behalf of CBRE Limited Henrietta House Henrietta Place London W1G 0NB +44 2071822897 Nick.Knight@cbre.com | James Hughes MRICS Director RICS Registered Valuer For and on behalf of CBRE Limited Henrietta House Henrietta Place London W1G 0NB +44 207182 2000 James.Hughes3@cbre.com | |||||||||||||||||||||||||||||||||||||||||||||
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Schedule of Assets |
Address | Tenure |
AVRO HOUSE & HEWLETT HOUSE, Havelock Terrace | Freehold |
ANGEL HOUSE, London EC1 | Freehold |
ARCHER STREET, London W1 | Freehold |
BARLEY MOW CENTRE, Chiswick W4 | Freehold |
55 BENDON VALLEY, London SW18 | Freehold |
BRICKFIELDS, London E2 | Freehold |
CANALOT STUDIOS, London W10 | Freehold |
CANNON WHARF, Pell St, Surrey Quays | Virtual Freehold |
CARGO WORKS (was Enterprise House, London SE1 | Freehold |
CENTRO BUILDINGS & CENTRO 1&2, London | Freehold |
CHINA WORKS, London SE1 | Freehold |
CHISWICK STUDIOS, Chiswick | Freehold |
CHOCOLATE FACTORY, Wood Green N22 | Freehold |
CLERKENWELL WORKSHOPS, London | Freehold |
E1 Studios, 1-15 WHITECHAPEL HOUSE, London E1 | Freehold |
EAST LONDON WORKS, London E1 | Freehold |
EDINBURGH HOUSE, Kennington | Leasehold |
EXMOUTH HOUSE, London EC1 | Leasehold |
160 FLEET STREET, London EC4 | Leasehold |
FUEL TANK, Deptford | Freehold |
60 GRAY'S INN ROAD, London | Freehold |
GRAND UNION STUDIOS, London W10 | Freehold |
HIGHWAY BUS PARK, London E1 | Freehold |
INK ROOMS, EASTON STREET, London WC1 | Freehold |
KENNINGTON PARK, Kennington | Freehold |
LEATHERMARKET, London SE1 | Freehold |
LEROY HOUSE, London N1 | Freehold |
LIGHTBOX (111 POWER ROAD), Chiswick | Freehold |
LIGHT BULB, Wandsworth SW18 | Freehold |
LOCK STUDIOS, London | Freehold |
MALLARD PLACE, Wood Green N22 | Leasehold |
MARE STREET STUDIOS, London | Part Freehold & & Part Leasehold |
MECCA BINGO SITE, Garratt Lane, Wandsworth | Freehold |
METAL BOX FACTORY, Southwark SE1 | Freehold |
MIRROR WORKS, Stratford, E15 | Freehold |
MORIE STREET (NO 1), London SW18 | Freehold |
PALL MALL DEPOSIT, London W10, | Freehold |
PARKHALL TRAD EST, London SE21 | Freehold |
PARMA HOUSE, Wood Green N22 | Freehold |
PEER HOUSE, 8-14 Verulam St, London | Freehold |
PILL BOX, London E2 | Freehold |
POPLAR BUS PARK, London E14 | Freehold |
PRINTROOMS, London SE1 | Freehold |
Q WEST, Brentford | Freehold |
RAINBOW IND PARK, Raynes Park SW20 | Freehold |
RECORD HALL, London | Freehold |
RIVERSIDE BUS CENTRE (EXCL 55), London SW18 | Freehold |
SALISBURY HOUSE, London | Leasehold |
SCREENWORKS, N5 | Freehold |
SHAFTESBURY CENTRE, London W10 | Freehold |
SHEPHERDS BUILDING, W14 | Freehold |
TAPERS STUDIO, London SE1 | Freehold |
THE BISCUIT FACTORY, London SE16 | Freehold |
THE BUSWORKS, London, N7 | Leasehold |
THE FRAMES, London | Freehold |
THE OLD DAIRY, EC2A | Part Freehold & Part Leasehold |
THURSTON ROAD IND EST, London SE13 | Freehold |
VOX STUDIOS, London SE11 | Freehold |
WENLOCK BUSINESS PARK, WHARF ROAD, London N1 | Freehold |
WESTBOURNE STUDIOS, London W10 | Leasehold |
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Source of Information and Scope of Works
Sources of Information | We have carried out our work based upon information supplied to us by Workspace, as set out within this report, which we have assumed to be correct and comprehensive. |
The Properties | Our report contains a brief summary of the Property details on which our Valuation has been based. |
Inspection | In accordance with your instructions, we have not re-inspected the Properties for the purposes of this valuation. We have inspected all the Properties internally within the last three years under the terms of the Workspace's instructions for us to value the Properties for financial reporting purposes. Following the outbreak of the Novel Coronavirus (COVID-19) declared by the World Health Organisation as a "Global Pandemic" on 11th March 2020, we were unable to carryout internal inspections between 25 March 2020 and 18 May 2020. Subsequent to this, internal inspections need to comply with new UK Government, PHE, Regional and local guidance. With some properties it has not been possible to arrange an inspection in compliance with the new guidelines and we have been unable to inspect these assets internally within the last 12 months. We have therefore valued these Properties subject to an external inspection, adopting the assumptions concerning the state of these Properties as set out within this report. Workspace has confirmed that it is not aware of any material changes to the physical attributes of these properties, since the last inspection. We have assumed this advice to be correct. Where valuations are undertaken on a desktop basis, the valuer will not carry out the usual range of enquiries performed during an inspection of these Properties and will make the appropriate assumptions based on the information provided or available that, without inspection, cannot be verified. There are heightened and inherent uncertainty and risks relying upon a valuation prepared on a desktop basis |
Areas | We have not measured the Properties but have relied upon the floor areas provided to us by Workspace and their professional advisors, which we have assumed to be correct and comprehensive, and which Workspace has advised us have been calculated using theNet Internal Area (NIA) or International Property Measurement Standard (IPMS) 3 - Office, measurement methodology as set out in the latest edition of the RICS Property Measurement Standards. |
Environmental Considerations | Unless otherwise stated above, we have not undertaken, nor are we aware of the content of, any environmental audit or other environmental investigation or soil survey which may have been carried out on the Properties and which may draw attention to any contamination or the possibility of any such contamination. We have not carried out investigation into past uses, either of the property or of any adjacent lands, to establish whether there is any potential for contamination from such uses or sites, or other environmental risk factors and have therefore assumed that none exists. |
Services and Amenities | We understand that the Properties are located in an area served by mains gas, electricity, water and drainage. None of the services have been tested by us. Enquiries regarding the availability of utilities/services to any proposed developments are outside the scope of our report. |
Repair and Condition | We have not carried out building surveys, tested services, made independent site investigations, inspected woodwork, exposed parts of the structure which were covered, unexposed or inaccessible, nor arranged for any investigations to be carried out to determine whether or not any deleterious or hazardous materials or techniques have been used, or are present, in any part of the Properties. We are unable, therefore, to give any assurance that the Properties are free from defect. |
Town Planning | We have not undertaken planning enquiries. |
Titles, Tenures and Lettings | Details of title/tenure under which the Properties are held and of lettings to which it is subject are as supplied to us. We have not generally examined nor had access to all the deeds, leases or other documents relating thereto. Where information from deeds, leases or other documents is recorded in this report, it represents our understanding of the relevant documents. We should emphasise, however, that the interpretation of the documents of title (including relevant deeds, leases and planning consents) is the responsibility of your legal adviser. We have not conducted credit enquiries on the financial status of any tenants. We have, however, reflected our general understanding of purchasers' likely perceptions of the financial status of tenants |
Valuation Assumptions
Capital Values | Each valuation has been prepared on the basis of "Market Value"), which is defined in the Red Book as: "The estimated amount for which an asset or liability should exchange on the Valuation Date between a willing buyer and a willing seller in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion." The Valuation represents the figure that would appear in a hypothetical contract of sale at the Valuation Date. No adjustment has been made to this figure for any expenses of acquisition or realisation - nor for taxation which might arise in the event of a disposal. No account has been taken of any inter-company leases or arrangements, nor of any mortgages, debentures or other charge. No account has been taken of the availability or otherwise of capital based Government or European Community grants. |
Taxation, Costs and Realisation Costs | As stated above, no allowances have been made for any expenses of realisation nor for taxation which might arise in the event of a disposal. |
| Our valuations reflect purchasers' statutory and other normal acquisition costs. |
VAT | We have not been advised whether the properties are elected for VAT. |
| All rents and capital values stated in this report are exclusive of VAT. |
Passing Rent | Passing rents quoted in this report are the rents which are currently payable under the terms of the leases. Passing rents exclude service charges and VAT and are prior to deduction of any non-recoverable costs. Passing rents exclude turnover rents, mall incomes and other miscellaneous incomes. |
Net Annual Rent | Net annual rent is defined for the purposes of this transaction as "the current income or income estimated by the valuer: |
| (i) ignoring any special receipts or deduction arising from the property; |
| (ii) excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and |
| (iii) after making deductions for superior rents (but not for amortisation), and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent". |
Estimated Net Annual Rental Value | The estimated net annual rental value is based on the current rental value of each of the Properties. The rental value reflects the terms of the leases where the Properties, or parts thereof, are let at the date of valuation. Where the Properties, or parts thereof, are vacant at the date of valuation, the rental value reflects the rent we consider would be obtainable on an open market letting as at the date of valuation. |
Rental Values | Unless stated otherwise rental values indicated in our report are those which have been adopted by us as appropriate in assessing the capital value and are not necessarily appropriate for other purposes, nor do they necessarily accord with the definition of Market Rent in the Red Book, which is as follows: "The estimated amount for which an interest in real property should be leased on the Valuation Date between a willing lessor and a willing lessee on appropriate lease terms in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion." |
Fixtures, Fittings and Equipment | Where appropriate we have regarded the shop fronts of retail and showroom accommodation as forming an integral part of the building. Landlord's fixtures such as lifts, escalators, central heating and other normal service installations have been treated as an integral part of the building and are included within our Valuations. Process plant and machinery, tenants' fixtures and specialist trade fittings have been excluded from our Valuations. All measurements, areas and ages quoted in our report are approximate. |
Environmental Matters | In the absence of any information to the contrary, we have assumed that: a) the Properties are not contaminated and is not adversely affected by any existing or proposed environmental law; b) any processes which are carried out on the Properties which are regulated by environmental legislation are properly licensed by the appropriate authorities; c) in England and Wales, the Properties possesses current Energy Performance Certificates (EPCs) as required under the Government's Energy Performance of Buildings Directive - and that they have an energy efficient standard of 'E', or better. We would draw your attention to the fact that under the Energy Efficiency (Private Rented Property) (England and Wales) Regulations 2015 it became unlawful for landlords to rent out a business premise from 1st April 2018 - unless the site has reached a minimum EPC rating of an 'E', or secured a relevant exemption. d) In January 2021 the Government closed the consultation period that focused on its latest proposals in England and Wales for 'improving the energy performance of privately rented homes'. The key tenets of the proposals are to; reduce emissions; tackle fuel poverty; improve asset quality; reduce energy bills; enhance energy security; and support associated employment. The proposals are wide ranging and they introduce new demands on residential landlords through Energy Performance Certificates ('EPCs'). Existing PRS Regulations set a minimum standard of EPC Band E for residential units to be lettable. The Government proposals see this threshold being raised to EPC Band C for all new tenancies created from 01 April 2025 and for all existing tenancies by 01 April 2028. The principle for relevant building works is to be 'fabric first' meaning maximisation of components and materials that make up the building fabric to enhance, for example, insulation, ventilation and air-tightness. The proposals also cite; compliance measures and penalties for landlords, letting agents and local authorities; and affordability support for carrying out necessary works. The implication is (as with the existing EPC Band E requirement) that private rented units may effectively be rendered unlettable if they fail to meet or exceed the minimum EPC requirement. It is expected that the Government will respond to the consultation process in Q2/Q3 2021 with any new regulations taking effect in Q3/Q4 2021. At present it is not clear how the market would respond to these proposals were they to be implemented as currently drafted; neither do we have any visibility of changes that may be made to the proposals following the consultation process. Our Valuation reflects market conditions and regulations effective at the Valuation date; we make no additional allowances for any future works that may be required in order to ensure that the subject assets would remain lettable under revised regulations; e) the Properties are either not subject to flooding risk or, if it is, that sufficient flood defences are in place and that appropriate building insurance could be obtained at a cost that would not materially affect the capital value; and f) invasive species such as Japanese Knotweed are not present on the Properties. High voltage electrical supply equipment may exist within, or in close proximity of, the Properties. The National Radiological Protection Board (NRPB) has advised that there may be a risk, in specified circumstances, to the health of certain categories of people. Public perception may, therefore, affect marketability and future value of the Properties. Our Valuation reflects our current understanding of the market and we have not made a discount to reflect the presence of this equipment. |
Repair and Condition | In the absence of any information to the contrary, we have assumed that: a) there are no abnormal ground conditions, nor archaeological remains, present which might adversely affect the current or future occupation, development or value of the Properties; b) the Properties are free from rot, infestation, structural or latent defect; c) no currently known deleterious or hazardous materials or suspect techniques, including but not limited to Composite Panelling, ACM Cladding, High Alumina Cement (HAC), Asbestos, have been used in the construction of, or subsequent alterations or additions to, the Properties; and d) the services, and any associated controls or software, are in working order and free from defect. We have otherwise had regard to the age and apparent general condition of the Properties. Comments made in the property details do not purport to express an opinion about, or advise upon, the condition of uninspected parts and should not be taken as making an implied representation or statement about such parts. |
Title, Tenure, Lettings, Planning, Taxation and Statutory & Local Authority Requirements | Unless stated otherwise within this report, and in the absence of any information to the contrary, we have assumed that: a) the Properties possesses a good and marketable title free from any onerous or hampering restrictions or conditions; b) the building has been erected either prior to planning control, or in accordance with planning permissions, and has the benefit of permanent planning consents or existing use rights for their current use; c) the Properties is not adversely affected by town planning or road proposals; d) the building complies with all statutory and local authority requirements including building, fire and health and safety regulations, and that a fire risk assessment and emergency plan are in place; e) only minor or inconsequential costs will be incurred if any modifications or alterations are necessary in order for occupiers of the Properties to comply with the provisions of the Disability Discrimination Act 1995 (in Northern Ireland) or the Equality Act 2010 (in the rest of the UK); f) all rent reviews are upward only and are to be assessed by reference to full current market rents; g) there are no tenant's improvements that will materially affect our opinion of the rent that would be obtained on review or renewal; h) tenants will meet their obligations under their leases, and are responsible for insurance, payment of business rates, and all repairs, whether directly or by means of a service charge; i) there are no user restrictions or other restrictive covenants in leases which would adversely affect value; j) where more than 50% of the floorspace of the Properties is in residential use, the Landlord and Tenant Act 1987 (the "Act") gives certain rights to defined residential tenants to acquire the freehold/head leasehold interest in the Properties. Where this is applicable, we have assumed that necessary notices have been given to the residential tenants under the provisions of the Act, and that such tenants have elected not to acquire the freehold/head leasehold interest. Disposal on the open market is therefore unrestricted; k) where appropriate, permission to assign the interest being valued herein would not be withheld by the landlord where required; l) vacant possession can be given of all accommodation which is unlet or is let on a service occupancy; and m) Land Transfer Tax (or the local equivalent) will apply at the rate currently applicable. In the UK, Stamp Duty Land Tax (SDLT) in England and Northern Ireland will apply at the rate currently applicable. |
Appendix A: Development Properties Details
The figures below are provided in accordance with Note 3 of Rule 29.4 of the Takeover Code.
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Property |
Description, age and tenure |
Letting profile of new development |
Estimated total cost to complete |
Estimated Date of Completion and let |
Market Value as at 31/01/2022 on completion of the development |
SOURCES AND BASES OF INFORMATION AND BASES OF CALCULATION |
|
Chocolate Factory / Parma House |
This is a proposed partial demolition of an existing business centre at Chocolate Factory and the demolition of Parma House, to provide a mixed use residential led scheme. Planning Permission for 230 residential units and 20,100 sq ft of commercial space was granted in February 2019. Tenure: Mixture of Freehold and Leasehold. |
The new development will consist of private residential units to be sold off and an extension to the retained block at Chocolate Factory and new space totalling 7,900 sq ft. This space will be let on flexible terms consistent with Workspace's exiting model. |
£40,000,000 |
Completion - October 2024 Let - June 2025 |
£67,500,000 |
£68,000,000 |
|
Poplar Business Park |
This is the second phased development of an existing light industrial estate to provide a residential led mixed-use scheme. Planning Permission for 222 residential units and 58,000 sq ft of commercial space in the second phase was granted in October 2013. The first phase of development is completed. Tenure: Freehold |
The new development will consist of private and social residential units to be sold off and an office building totalling 58,000 sq ft. This space will be let on flexible terms consistent with Workspace's exiting model. |
£61,500,000 |
Completion - March 2026 Let - September 2026 |
£118,000,000 |
£118,500,000 |
|
Rainbow Industrial Park |
This is a proposed demolition of an industrial estate to provide a residential led mixed use scheme. Planning Permission for 224 residential units and 33,000 sq ft of commercial space was granted in December 2014. The first phase of commercial development has been completed providing 19,000 sq ft of light industrial units. Tenure: Freehold |
The new development will consist of private and social residential units to be sold off and mixed commercial uses totalling 14,000 sq ft. This space will be let on flexible terms consistent with Workspace's exiting model. |
£60,000,000 |
Completion - July 2027 Let - January 2028 |
£120,000,000 |
£121,000,000 |
|
Riverside Business Centre |
This is a proposed demolition of a mixed commercial use site to provide a residential led mixed use scheme. Planning Permission for 402 residential units and 170,000 sq ft of commercial space was granted in July 2021 2014. Tenure: Freehold |
The new development will consist of private and social residential units to be sold off and mixed commercial uses totalling 170,000 sq ft. This space will be let on flexible terms consistent with Workspace's exiting model. |
£185,000,000 |
Completion - January 2024 Let - January 2026 |
£300,000,000 |
£310,000,000 |
PART B: VALUATION REPORT OF KNIGHT FRANK LLP IN RESPECT OF MCKAY SECURITIES PLC PROPERTIES
McKay Securities Plc 20 Greyfriars Road Reading, Berks RG1 1NL United Kingdom
N.M. Rothschild & Sons Limited New Court, St Swithin's Lane London EC4N 8AL ("Rothschild & Co")
Date of issue: 2 March 2022 |
|
Dear Sirs
McKay Securities Portfolio
Valuation as at 31 January 2022
1. Basis of Instruction
1.1 Under the terms of the Engagement Letter dated 28 February 2022 ("Engagement Letter") we have valued the freehold and leasehold properties as listed below ("Properties"), as at 31st January 2022, for the purposes as set out in section 2 below.
Client
1.2 Our client for this instruction is McKay Securities (the "Client", "you", "your"). Our Valuation Report is addressed to you and Rothschild & Co (together the "Addressees").
1.3 The Addressees shall be entitled to rely on this Valuation Report subject to the terms of the Engagement.
2. Purpose of Valuation and Valuation Report
2.1 The Valuation and This Valuation Report are each provided solely for the purpose (the "Purpose") of:
a inclusion in any announcement (including an announcement made under Rule 2.7 of the Code), scheme document, offer document, response circular or any other document or supplementary circular (the "Code Documentation", and "Code Document" shall mean any one of them) that may be published or made available by the Client in connection with a possible offer or offer for the Client or merger by the Client with another party in accordance with the Code (the "Proposed Transaction") and any further document which the Client is required to publish under the Code; and
b (i) publication on the Client's website; and (ii) the website of any other party required in accordance with the Code.
2.2 The Valuation and this Valuation Report may not be used for any other purpose without our express written consent.
Valuation standards
2.3 The Valuation (as defined in the General Terms) has been undertaken in accordance with, and This Valuation Report has been prepared in accordance with, in each case, the current editions of RICS Valuation - Global Standards, which incorporate the International Valuation Standards, and the RICS UK National Supplement. References to the "Red Book" refer to either or both of these documents, as applicable. In this context "current edition" means the version in force at the Valuation Date
2.4 The Valuation (as defined in the General Terms) and This Valuation Report, each as applicable to the Purpose (as defined in Section 2 above), together with any Code Documentation (as defined above) comply with Rule 29 of the City Code on Takeovers and Mergers (the "Code") as issued by The Takeover Panel.
2.5 In accordance with your instructions we have inspected the Properties internally / by going onto the site, as well as externally, within the last year. We have not undertaken any building surveys or environmental audits and are therefore unable to report that the Properties are free of any structural fault, rot, infestation or defects of any other nature, including inherent weaknesses due to the use in construction of materials now suspect. No tests were carried out on any of the technical services. However, we have reflected any apparent wants of repair in our opinion of value as appropriate.
3. Compliance and Independence
Status of valuer and disclosure of any conflicts of interest
3.1 For the purposes of the Red Book, we are acting as External Valuers, as defined therein.
3.2 Knight Frank LLP was appointed in the role as valuer for accounts purposes on 12 July 2017. These valuations have been undertaken under the overall supervision of Simon Gillespie MRICS, RICS Registered Valuer and Chris Galloway MRICS, RICS Registered Valuer, who have been responsible for this instruction since that date.
3.3 In relation to Knight Frank LLP's preceding financial year, the proportion of the total fees paid by the Client to the total fee income of Knight Frank LLP was less than 5%.
3.4 We recognise and support the RICS Rules of Conduct, have established procedures for identifying conflicts of interest and a valuer rotation policy in accordance with the RICS Valuation - Professional Standards.
3.5 We confirm that we do have a material connection or involvement giving rise to a potential conflict of interest, as set out below:
· We have valued the Properties for you within the last 2 years for accounts purposes.
· We have valued some of the Properties for third party finance providers within the last 2 years
· We have been instructed to provide Building Insurance Valuations
3.6 We have previously disclosed this to you and you have confirmed that notwithstanding this matter, you are content for us to proceed with this instruction. We confirm that we have had no previous material interest in McKay Securities or material connection or involvement with any of the Properties other than as set out above, and accordingly, are in a position to provide an objective and unbiased valuation.
3.7 Accordingly, we confirm that: (i) we are not aware of any reason why we would not satisfy the requirements of Rule 29.3(a)(i) of the Code; and (ii) during the term of the Engagement, we shall not do anything that could reasonably be expected to cause us not to satisfy the requirements of Rule 29.3(a)(i) of the Code.
3.8 Please note that if you subsequently request, and we agree to, This Valuation Report being re-addressed to another party other than the Addressees (for which we shall make an additional charge), the Valuation may not meet their requirements, having originally been requested by you. We will only readdress This Valuation Report once we have received a signed reliance letter in our standard format from the new addressee. Please note also that no update or alterations will be made to the Valuation prior to its release to any new addressee.
Valuer and competence disclosure
3.9 The valuer, on our behalf, with responsibility for the Valuation is Simon Gillespie MRICS, RICS Registered Valuer (the "Lead Valuer").
3.10 We confirm that we meet the requirements of the Red Book in having sufficient current knowledge of the particular market and the skills and understanding to undertake the Valuation competently.
3.11 Additionally, the Lead Valuer and any additional valuers who value the Properties are qualified for the purposes of the Valuation as required by Rule 29.3(a)(ii) of the Code and have sufficient current knowledge of the property market and the necessary skills to prepare this Valuation Report as required by Rule 29.3(a)(iii) of the Code.
4. Valuation
4.1 The basis for the Valuation as required by the Code is Market Value, as defined in the Red Book. Additionally, in relation to any Properties comprising land being developed or with immediate development potential (as referred to in Note 3 to Rule 29.4 of the Code), this Valuation Report includes (in relation to those Properties) the additional matters set out in Note 3 to Rule 29.4.
4.2 The Properties have been valued on the basis of Market Value, which is set out in the RICS Valuation - Professional Standards VPS4 (1.2) as follows:
"The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion".
4.3 In our opinion, the adoption of the required Market Value basis does not result in any material difference in the value reported from that derived under the definition of Fair Value in accordance with the RICS Valuation - Professional Standards VPS4 (1.5) Fair Value and VPGA 1 Valuations for Inclusion in financial statements, which adopt the definition of Fair Value adopted by the International Accounting Standards Board:
"The price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date."
4.4 No allowance has been made for expenses of realisation or for any taxation which might arise, and our valuations are expressed exclusive of any Value Added Tax that may become chargeable.
4.5 Our valuations reflect usual deductions in respect of purchaser's costs and, in particular, full liability for UK Stamp Duty as applicable at the valuation date. Save as otherwise disclosed, it has been assumed for the purpose of valuation, that the relevant interests in the Properties are free of mortgage, charge or other debt security and no deduction has been made for such charge or debt.
4.6 The Properties have been valued individually and not as part of a portfolio. Disposal as a portfolio, or by other prudent lotting, may result in either a premium or discount, depending upon market conditions. Our report does not seek to address this.
4.7 Our Opinion of Value is stated in GBP (£ Sterling).
4.8 We are of the opinion that the aggregate Market Value ofMcKay Securities' interests in the Properties, as at 31 January 2022, was £490,400,000 (Four Hundred and Ninety Million, Four Hundred Thousand Pounds).
4.9 In the appendices we attach a list of all properties, split of value by Freehold and Leasehold assets, details of valuation by asset type in line with the detail presented in McKay Securities' financial reporting, a schedule of those properties with a value of 5% or more of the total portfolio valuation and details of the development property, as required under Rule 29 of The Code.
4.10 Our Valuation is subject to the Engagement Letter, dated 28 February 2022, and our General Terms of Business for Valuations attached thereto. For the avoidance of doubt, should there be any conflict between the assumptions and conditions set out in the Engagement Letter and Terms, then those contained within the Engagement Letter shall take precedence.
4.11 The outbreak of COVID-19, declared by the World Health Organisation as a "Global Pandemic" on the 11th March 2020, has and continues to impact many aspects of daily life and the global economy - with some real estate markets having experienced lower levels of transactional activity and liquidity. Travel, movement and operational restrictions have been implemented by many countries. In some cases, "lockdowns" have been applied to varying degrees and to reflect further "waves" of COVID-19; although these may imply a new stage of the crisis, they are not unprecedented in the same way as the initial impact.
4.12 The pandemic and the measures taken to tackle COVID-19 continue to affect economies and real estate markets globally. Nevertheless, as at the valuation date property markets are mostly functioning again, with transaction volumes and other relevant evidence at levels where an adequate quantum of market evidence exists upon which to base opinions of value. Accordingly, and for the avoidance of doubt, our valuation is not reported as being subject to 'material valuation uncertainty' as defined by VPS 3 and VPGA 10 of the RICS Valuation - Global Standards.
4.13 For the avoidance of doubt this explanatory note has been included to ensure transparency and to provide further insight as to the market context under which the valuation opinion was prepared. In recognition of the potential for market conditions to move rapidly in response to changes in the control or future spread of COVID-19 we highlight the importance of the valuation date.
5. Valuation Methodology
5.1 Our valuations have been undertaken using appropriate valuation methodology and our professional judgement.
Investment Method
5.2 In undertaking our valuation of a property, we have made our assessment on the basis of a collation and analysis of appropriate comparable investment, rental and sale transactions, together with evidence of demand within the vicinity of the subject property. With the benefit of such transactions we have then applied these to the property, taking into account size, location, terms, covenant and other material factors.
Residual Method
5.3 Our opinion of the Market Value of the site in its existing condition is arrived at using the residual method which is a generally accepted method for valuing properties that are considered to have possible development potential. Having formed an opinion of the value of the completed development (Gross Development Value), using the Investment Method described above, we deduct from it the total costs of development and an allowance for developer's profit.
5.4 For properties actually in the course of development, we have reflected the stage reached in construction and the costs remaining to be spent at the date of valuation. We have had regard to the contractual liabilities of the parties involved in the developments and any cost estimates that have been provided by professional advisors to the projects. For recently completed developments we have, as instructed, made deductions in our valuations for retention monies and any outstanding development costs, fees, or other expenditure for which there may be a liability and of which we have been notified.
6. Valuation Assumptions
6.1 As agreed, our valuations are based on information provided by McKay Securities, upon which we have relied, and which has not been verified by us. Our assumptions (as defined in the RICS Red Book) relating to this information are set out below.
6.2 Our valuations are based on measurements, which have been provided by McKay Securities. We have assumed that these measurements have been undertaken in accordance with the current RICS Code of Measuring Practice.
6.3 The adoption of IPMS (International Property Measurement Standards), for the office sector, became mandatory with effect from 1st January 2016 for all RICS members replacing NIA (Net Internal Area) as set out under the current Code of Measurement Practice (Sixth Edition). It has been agreed with you that until the new definition of measurement has been adopted by the leasing market, rental analysis for the office sector will continue to be shown on a net internal area basis. As or when buildings are re-measured, we will present our analysis on a dual basis, namely IPMS and NIA.
6.4 Our valuations assume that the Properties have good and marketable titles and are free of any undisclosed onerous burdens, outgoings or restrictions. We have not seen planning consents and, except where advised to the contrary, have assumed that the properties have been erected and are being occupied and used in accordance with all requisite consents and that there are no outstanding statutory notices.
6.5 As stated in our General Terms of Business for Valuations, we do not undertake searches or inspections of any kind (including web based searches) for title or price paid information in any publicly available land registers, including the Land Registry for England & Wales, Registers of Scotland and Land & Property Services in Northern Ireland.
6.6 As agreed, we have not read documents of title or leases and, for the purpose of our valuations, have accepted the details of tenure, tenancies and all other relevant information with which we have been supplied by McKay Securities. When considering the covenant strength of individual tenants we have not carried out credit enquiries but have reflected in our valuations our general understanding of purchasers' likely perceptions of tenants' financial status.
6.7 We were not instructed to carry out structural surveys of the Properties, nor to test the services, but have reflected in our valuations, where necessary, the general condition of the Properties as observed during the course of our inspections or of which we have been advised. Our valuations assume the buildings contain no deleterious materials and that the sites are unaffected by adverse soil conditions, except where we have been notified to the contrary.
6.8 We have not carried out any investigations into past or present uses of either the Properties or any neighbouring land to establish whether there is any potential for contamination from these uses or sites to the subject properties. Unless we have been provided with information to the contrary, we have assumed that the Properties are not, nor are likely to be, affected by land contamination and that there are no ground conditions which would affect the present or future uses of the Properties.
6.9 Our valuations assume that the Properties would, in all respects, be insurable against all usual risks including terrorism, flooding and rising water table at normal, commercially acceptable premiums.
6.10 Save as otherwise disclosed; it has been assumed for the purpose of valuation that the relevant interests in the Properties are free of mortgage, charge or other debt security and no deduction has been made for such charge or debt.
6.11 In all cases, we have assumed that, unless notified by the Client to the contrary, there have not been any material changes to the information provided by them.
7. Observations
7.1 The possible effects of electric and magnetic fields from high voltage electrical supply apparatus has been the subject of occasional media coverage. As a result, there is a risk that adverse public and investor perception may affect the marketability of properties situated close to high voltage supply equipment.
Third party reliance and liability
7.2 Save for: (a) the Addressees; and (b) any responsibility to any person arising under Rule 29.4 of the Code, in accordance with Clauses 3 & 4 of the General Terms and to the fullest extent permitted by law, we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in accordance with This Valuation Report or our statement, required by and given solely for the purposes of complying with Rule 29.4 of the Code.
Disclosure
7.3 Clauses 4.3 to 4.6 of the General Terms limit disclosure and generally prohibits publication of the Valuation and This Valuation Report. As stated therein, the Valuation is confidential to you and the Addressees and neither the whole, nor any part, of the Valuation nor any reference thereto may be included in any published document, circular or statement, nor published in any way, without our prior written consent and approval of the form or context in which it may appear, except as set out below.
7.4 Our final Valuation Report will be included in the relevant Code Documentation to be published by the Client. We will review the sections of the relevant Code Documentation relating to the Valuation and this Valuation Report and you agree to not publish any Code Document containing This Valuation Report until you have received a consent letter (in the form set out in Annex 2 of our Engagement Letter) from us. We further hereby consent to our Valuation Report being made available on the Client's website (and the website of any other party referred to in any Code Document) in accordance with the Code.
Disclosure under the Code
7.5 This Valuation Report complies with Rule 29 of The Code and we understand that the publication or reproduction by you of This Valuation Report and/or the information contained herein as required by Rules 26 and 29 the Code will be necessary, including in any Code Document.
Consent
7.6 Knight Frank has given and has not withdrawn its consent to the inclusion of This Valuation Report in the Code Documentation published by McKay Securities in the form and context in which it is included.
Responsibility
7.7 For the purposes of the Code, we are responsible for this Valuation Report and accept responsibility for the information contained in this Valuation Report and confirm that to the best of our knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this Valuation Report is in accordance with the facts and contains no omissions likely to affect its import. This Valuation Report complies with, and is prepared in accordance with, and on the basis of, the Code. We authorise its contents for the purpose of Rule 29 of the Code.
8. General Conditions
8.1 This report and our valuations have been prepared on the basis that there has been full disclosure of all relevant information and facts which may affect them.
8.2 Our report and valuation is for the use only of the party to whom it is addressed and no liability is accepted to any third party for the whole or any part of its contents. If our opinion of value is disclosed to persons other than the addressee of this report, the basis of valuation should be stated. Neither the whole or any part of This Valuation Report nor any reference thereto may be included in any published document, circular or statement nor published in any way whatsoever whether in hard copy or electronically (including on any web-site) without our prior written approval of the form and context in which it may appear.
Yours faithfully
|
|
Simon Gillespie MRICS RICS Registered Valuer Partner, Valuation & Advisory For and on behalf of Knight Frank LLP | Chris Galloway MRICS RICS Registered Valuer Partner, Valuation & Advisory For and on behalf of Knight Frank LLP |
Appendix 1 Schedule of Property Types
Portfolio overview based on the catagoristion used within McKay Securities Plc financial reporting
Property Types | No.of Properties | Market Value as at 31st January 2022 |
London Offices South East Office
| 3 18 | 55,350,000 259,300,000 |
Total (excl.dev) | 21 | 314,650,000 |
South East Industrial /Logistics | 8 | 141,750,000 |
Other | 4 | 20,700,000 |
Total (excl.dev) | 12 | 162,450,000 |
Developments | 1 | 13,300,000 |
Total Portfolio | 34 | 490,400,000 |
Included above there are two long leaseholds with over 50 years to run | |
London Offices: |
|
Portsoken House | £24,750,000 |
Other: |
|
Parkside | £4,450,000 |
Portfolio Overview based on the catagoristion used within Workspace Group Plc financial reporting
Property Types | No. of Properties | Market Value as at 31st January 2022 |
London Offices | 7 | 160,250,000 |
South East Office | 14 | 154,400,000 |
Total Offices | 21 | 314,650,000 |
Light Industrial |
9 |
155,050,000 |
Other | 4 | 20,700,000 |
Total Portfolio | 34 | 490,400,000 |
Included above are two long leaseholds with over 50 years to run:
London Offices:
Portsoken House £24,750,000
Other:
Parkside £4,450,000
Appendix 2 Property List
Property | Town | Region | Sector | Tenure |
Lower Cherwell, Lower Cherwell Street | Banbury | South East | Industrial | Freehold |
329 Bracknell, Doncastle Road | Bracknell | South East | Office | Freehold |
The Mille, 1000 Great West Road | Brentford | South East | Office | Freehold |
Land | Chobham | South East | Other | Freehold |
Pegasus Place | Crawley | South East | Office | Freehold |
Oakwood Trade Park, Gatwick Road | Crawley | South East | Industrial | Freehold |
Corinthian House | Croydon | South East | Office | Freehold |
Columbia House, Apollo Rise | Farnborough | South East | Industrial | Freehold |
One Fleet & Centaur, Ancells Road | Fleet | South East | Office | Freehold |
3 Acre Estate, Park Farm | Folkestone | South East | Industrial | Freehold |
Five Acre Estate, Park Farm Road | Folkestone | South East | Industrial | Freehold |
Ashcombe House, 5 The Crescent | Leatherhead | South East | Office | Freehold |
Parkside, Flats 20/20a & East Penthouse Knightsbridge | London | Inner London | Other | Leasehold |
Switchback | Maidenhead | South East | Office | Freehold |
Strawberry Hill | Newbury | South East | Other | Freehold |
McKay Trading Estate, Blackthorne Road | Poyle | South East | Industrial | Freehold |
Gt Brighams Mead | Reading | South East | Office | Freehold |
9 Greyfriars Road, 9 Greyfriars Road | Reading | South East | Office | Freehold |
20-30 Greyfriars Road, 20-30 Greyfriars Road | Reading | South East | Office | Freehold |
Prospero, 73 London Road | Redhill | South East | Office | Freehold |
Mallard Court, Market Square | Staines | South East | Office | Freehold |
Cygnet House | Staines | South East | Office | Freehold |
135 Theale Logistics Park, Brunel Road | Theale | South East | Industrial | Freehold |
Units 1 & 2, Sopwith Drive | Weybridge | South East | Development | Freehold |
Swan Court, 11-17 Worple Road | Wimbledon | South East | Office | Freehold |
Gainsborough House | Windsor | South East | Office | Freehold |
One Crown Square | Woking | South East | Office | Freehold |
The Planets, Crown Square | Woking | South East | Other | Freehold |
Castle Lane, 1 & 2 Castle Lane | London | Inner London | Office | Freehold |
Portsoken House, 155-157 Minories & 83-86 Aldgate High Street | London | Inner London | Office | Leasehold |
66 Wilson Street, 66 Wilson Street | London | Inner London | Office | Freehold |
Rivergate House, Newbury Business Park | Newbury | South East | Office | Freehold |
Willoughby Road, Willoughby Road | Bracknell | South East | Industrial | Freehold |
Evergreen Studios, Evergreen Studios | Richmond | South East | Office | Freehold |
Appendix 3 Schedule of Properties worth 5% of MV
Property | Tenure | Description | Current Rent (Gross) | Market Rent | Market Value as at 31st January 2022 |
135 Theale Logistics Park, Brunel Road, Theale | Freehold | Industrial Unit of 135,094 sq ft built in 2020 and entirely let to Amazon | 1,513,053 | 1,655,000 | 45,700,000 |
Swan Court, 11-17 Worple Road, Wimbledon | Freehold | Office building built in 2005 over ground and 5 upper floors totalling 57,498 sq ft. Let to one tenant with vacant ground and 1st floors under-going refurbishment. | 1,627,813 | 2,797,337 | 41,750,000 |
The Mille, 1000 Great West Road, Brentford | Freehold | Office building and advertising hoardings alongside M4. Built in the 1970s totalling 96,919 sq ft over ground and 12 upper floors. Multi-let to 24 tenants with a WAULT of 3.62 yrs | 2,465,672 | 2,994,453 | 35,200.000 |
McKay Trading Estate, Blackthorne Road, Poyle | Freehold | Industrial estate built in 1970s of 9 units totalling 73,954 sq ft. Multi-let to 5 tenants with a WAULT of 4.19 yrs | 779,289 | 1,060,000 | 28,750,000 |
Portsoken House, 155-157 Minories & 83-86 Aldgate High Street, London EC3 | Leasehold - 96 yrs remain at 15.5% of rents receivable - current head rent is £230,000 pa | Office building with 3 retail units built in the 1920s over basement, ground and eight upper floors totalling 49,351 sq ft. Subject to a recent and on-going rolling refurbishment. Multi-let to 11 tenants with a WAULT of 2.35 yrs | 911,341 | 2,484,380 | 24,750,000 |
Appendix 4 Development Schedule
Property | Description | Market Value as at 31st January 2022 | GDV - Completed | GDV - Completed & Let | Costs to Complete |
Sopwith Drive Weybridge KT13 0UX | 1990s built distribution unit of 62,802 sq ft let on a short-term basis to Hermes - expiry April 2022. Initial Planning discussions held regarding a 75,000 sq ft unit. | £13,300,000 | £28,650,000 | £33,000,000 | £9,600,000 |
APPENDIX 5
DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise:
"Acquisition" | the proposed acquisition by Workspace of the entire issued and to be issued share capital of McKay to be implemented by means of the Scheme or, should Workspace so elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement), by means of the Takeover Offer and, where the context admits, any subsequent revision, variation, extension or renewal thereof |
"Admission" | admission of the New Workspace Shares to the premium segment of the Official List and to trading on the London Stock Exchange |
"Announcement" | this announcement made pursuant to Rule 2.7 of the Code |
"Aviva Term Loan" | the facility agreement made between, among others, McKay and Aviva Commercial Finance Limited, as amended and restated on 26 March 2018 |
"Blocking Law" | any provision of Council Regulation (EC) No. 2271/1996 of 22 November 1996 (or any law implementing such Regulation in any member state of the European Union) or any similar blocking or anti-boycott law |
"Business Day" | a day (other than a Saturday, Sunday, public or bank holiday in England) on which banks are open for general business in London |
"CBRE" | CBRE Limited (a private limited company incorporated in England and Wales with registered number 03536032) whose registered office is St Martin's Court, 10 Paternoster Row, London, EC4M 7HP |
"Closing Price" | the closing middle market quotations of a share derived from the daily official list of the London Stock Exchange on any particular date |
"Code" | the City Code on Takeovers and Mergers, as amended from time to time |
"Companies Act" | the Companies Act 2006, as amended from time to time |
"Conditions" | the conditions to the implementation of the Acquisition (including the Scheme) which are set out in Appendix 1 to this Announcement and to be set out in the Scheme Document |
"Co-operation Agreement" | the co-operation agreement between McKay and Workspace dated 2 March 2022, a summary of which is set out in paragraph 11 of this Announcement |
"Court" | Her Majesty's High Court of Justice in England and Wales |
"Court Meeting" | the meeting(s) of Scheme Shareholders to be convened by an order of the Court under section 896 of the Companies Act, notice of which will be set out in the Scheme Document, to consider and if thought fit approve the Scheme (with or without amendment) including any adjournment, postponement or reconvening thereof |
"Court Order" | the order of the Court sanctioning the Scheme under Part 26 of the Companies Act |
"Court Sanction Hearing" | the hearing of the Court to sanction the Scheme under Part 26 of the Companies Act |
"CREST" | the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755), including as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) in respect of which Euroclear UK & Ireland Ltd is the Operator (as defined in said Regulations) |
"Dealing Disclosure" | an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer |
"Disclosed" | information which has been: (i) disclosed by or on behalf of McKay in the annual report and accounts of the McKay Group for the 12 month period to 31 March 2021; (ii) disclosed by or on behalf of McKay in the half yearly results announcement of the McKay Group for the six month period to 30 September 2021; (iii) disclosed by or on behalf of McKay in this Announcement; (iv) disclosed by or on behalf of McKay in any other public announcement made by, or on behalf of, McKay in accordance with the Listing Rules, Disclosure Guidance and Transparency Rules and/or the Market Abuse Regulation (as applicable), or otherwise made via a Regulatory Information Service, in each case prior to the date of this Announcement; and/or (v) fairly disclosed prior to the date of this announcement by or on behalf of McKay to Workspace (or its respective officers, employees, agents or advisers in their capacity as such), including in the virtual data room operated by or on behalf of McKay in respect of the Acquisition |
"Disclosure Guidance and Transparency Rules" | the Disclosure Guidance and Transparency Rules made by the FCA and forming part of the FCA's handbook (as amended from time to time) |
"Effective" | in the context of the Acquisition: (i) if the Acquisition is implemented by way of the Scheme, means the Scheme having become effective in accordance with its terms; or (ii) if the Acquisition is implemented by way of a Takeover Offer, such offer having become or having been declared unconditional in all respects in accordance with the requirements of the Code |
"Effective Date" | the date on which the Acquisition becomes Effective |
"Enlarged Group" | the enlarged group following the Acquisition comprising the Workspace Group and the McKay Group |
"EPRA" | European Public Real Estate Association |
"FCA" | the Financial Conduct Authority of the United Kingdom, acting in its capacity as the competent authority for the purposes of FSMA |
"Facility Agreement" | the £200,000,000 loan facility agreement between Workspace as borrower and Banco Santander S.A., London Branch, HSBC UK Bank plc and National Westminster Bank plc as original lenders and National Westminster Bank plc as agent dated 2 March 2022 |
"FSMA" | the Financial Services and Markets Act 2000, as amended from time to time |
"General Meeting" | the general meeting of McKay Shareholders to be convened in connection with the Acquisition, notice of which will be set out in the Scheme Document, to consider and if thought fit approve the Resolutions, including any adjournment, postponement or reconvening thereof |
"J.P. Morgan Cazenove" | J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove |
"Knight Frank" | Knight Frank LLP (a limited liability partnership incorporated in England and Wales with registered number OC 305934) whose registered office is at 55 Baker St, London W1U 8AN |
"Last Accounts Date" | 31 March 2021 |
"London Stock Exchange" | London Stock Exchange plc |
"Long Stop Date" | 2 October 2022 or such later date as may be agreed by McKay and Workspace in writing (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)) |
"Market Abuse Regulation" | Regulation (EU) No.596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, as applicable in the UK by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended from time to time (including by the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310)) |
"McKay" | McKay Securities Plc of 20 Greyfriars Road, Reading, Berkshire, RG1 1NL |
"McKay Confidentiality Agreement" | the confidentiality agreement between Workspace and McKay dated 30 November 2021 |
"McKay Directors" or "McKay Board" | the board of directors of McKay from time to time and "McKay Director" means any of them |
"McKay Group" | McKay and its subsidiary undertakings |
"McKay Shareholders" | registered holders of McKay Shares from time to time |
"McKay Share Plans" | McKay Performance Share Plan 2017 and McKay Deferred Bonus Share Plan 2017, as amended from time to time |
"McKay Shares" | ordinary shares of 20p each in the capital of McKay from time to time |
"Net Tangible Assets" | the net tangible assets of the Workspace Group, McKay Group or the Enlarged Group, as applicable, from time to time or, as the context requires, the net tangible assets per ordinary share |
"New Workspace Shares" | the new ordinary shares of £1 each in the share capital of Workspace, to be allotted and issued pursuant to the Scheme or the Acquisition (as the context requires) |
"Offer Document" | if (subject to the consent of the Panel and the terms of the Co-operation Agreement), Workspace elects to effect the Acquisition by way of a Takeover Offer, the offer document published by or on behalf of Workspace in connection with any Takeover Offer, setting out, among other things, the full terms and conditions of the Acquisition, including any revised offer document |
"Official List" | the official list maintained by the FCA pursuant to Part 6 of the FSMA |
"Opening Position Disclosure" | an announcement pursuant to Rule 8 of the Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer |
"Panel" or "Takeover Panel" | the Panel on Takeovers and Mergers |
"Pension Trustee Confidentiality Agreement" | the confidentiality agreement between Workspace and the Pension Trustees dated 14 February 2022 |
"Pension Trustee Letter" | the agreement between Workspace, McKay and the Pension Trustees dated 25 February 2022 |
"Pension Trustees" | Stratact Consulting Limited, Christopher James Spence, Simon Perkins and Giles Salmon |
"Registrar of Companies" | the Registrar of Companies in England and Wales |
"Regulatory Information Service" | a primary information provider which has been approved by the FCA to disseminate regulated information |
"REIT" | Real Estate Investment Trust |
"Resolutions" | the resolution(s) to be proposed at the General Meeting necessary to facilitate the implementation of the Scheme, including, without limitation, a resolution to amend the articles of association of McKay by the adoption and inclusion of a new article under which any McKay Shares issued or transferred after the Scheme Record Time (other than to Workspace and/or its nominees) shall be automatically transferred to Workspace (or as it may direct) and, where applicable, for consideration to be paid to the transferee or to the original recipient of the McKay Shares so transferred or issued on the same terms as the Acquisition (other than terms as to timings and formalities) |
"Restricted Jurisdiction" | any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to McKay Shareholders in that jurisdiction |
"Rothschild & Co" | N.M. Rothschild & Sons Limited |
"Scheme" or "Scheme of Arrangement" | the scheme of arrangement proposed to be made under Part 26 of the Companies Act between McKay and the Scheme Shareholders, the terms of which are to be set out in the Scheme Document, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by McKay and Workspace |
"Scheme Document" | the document to be sent to (among others) McKay Shareholders setting out, amongst other things, the full terms and conditions of the Acquisition (including the Scheme) and notices convening the Court Meeting and the General Meeting |
"Scheme Record Time" | the date and time specified in the Scheme Document as the Scheme Record Time, expected to be 6.00pm on the Business Day immediately preceding the Effective Date (or such other date and/or time as Workspace and McKay may agree) |
"Scheme Shareholders" | registered holders of Scheme Shares and a "Scheme Shareholder" shall mean any one of those Scheme Shareholders |
"Scheme Shares" | the McKay Shares which remain in issue at the Scheme Record Time and are: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time on terms that the holder thereof shall be bound by the Scheme or in respect of which the original or any subsequent holders thereof are, or have agreed in writing to be, bound by the Scheme, excluding, in any case, any McKay Shares registered in the name of or beneficially owned by Workspace or any other member of the Workspace Group or held in treasury, in each case at the Scheme Record Time |
"subsidiary" and "subsidiary undertaking" | have the meanings given to them in the Companies Act |
"Takeover Offer" | if (subject to the consent of the Panel and the terms of the Co-operation Agreement), Workspace elects to effect the Acquisition by way of a takeover offer as defined in section 974 of the Companies Act, the offer to be made by or on behalf of Workspace to acquire the entire issued and to be issued ordinary share capital of Workspace on the terms and subject to the conditions to be set out in the related offer document |
"Treasury Shares" | shares held as treasury shares as used in section 724(5) of the Companies Act |
"UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
"United States" or "US" | the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction |
"Voting Record Time" | the time and date specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, which is expected to be 6.30 p.m. on the day which is two Business Days before the date of the Court Meeting or if the Court Meeting is adjourned, 6.30 p.m. on the day which is two Business Days before such adjourned meeting |
"VWAP" | Volume Weighted Average Price |
"Workspace" | Workspace Group Plc of Canterbury Court Kennington Park, 1-3 Brixton Road, London, England, SW9 6DE |
"Workspace Confidentiality Agreement" | the confidentiality agreement between Workspace and McKay dated 9 February 2022 |
"Workspace Directors" or "Workspace Board" | the board of directors of Workspace from time to time and "Workspace Director" means any of them |
"Workspace Group" | Workspace and its subsidiary undertakings |
"Workspace Shareholders" | holders of Workspace Shares from time to time |
"Workspace Shares" | ordinary shares of £1 each in Workspace from time to time |
All times referred to are London time unless otherwise stated.
All references to "GBP", "pence", "sterling" or "£" are to the lawful currency of the United Kingdom.
All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.
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