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Wednesday 03 June, 2015

Cairn Homes plc

Announces Intention to Float on the LSE

RNS Number : 0227P
Cairn Homes plc
03 June 2015
 



  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SWITZERLAND, JAPAN OR SOUTH AFRICA

 

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus to be published by Cairn Homes p.l.c. ("Cairn Homes" or the "Company" or, together with its subsidiaries, the "Group") in due course in connection with the admission of the shares in the capital of the Company to the Official List of the UK Listing Authority and to trading on London Stock Exchange plc's main market for listed securities (the "Prospectus"). Copies of the Prospectus will, following publication, be available from the Company's registered office, at the offices of Pinsent Masons LLP, 30 Crown Place, London EC2A 4ES and on the Company's website www.cairnhomes.com.

 

 

3rd June 2015

 

 

CAIRN HOMES P.L.C. ANNOUNCES INTENTION TO FLOAT ON THE LONDON STOCK EXCHANGE

 

 

Cairn Homes p.l.c., ("Cairn Homes" or the "Company"), an Irish homebuilder delivering high quality new homes, today announces its intention to seek a standard listing for its ordinary shares (the "Ordinary Shares") on the Official List of the UK Listing Authority and admission to trading on the main market for listed securities of the London Stock Exchange ("Admission").

 

The Company is seeking to raise gross proceeds of approximately €350 million to €400 million, at €1 per share, pursuant to a placing of Ordinary Shares (the "Offer") with certain institutional and qualified professional investors in various jurisdictions and, in Ireland only, with certain other investors being clients of Goodbody Stockbrokers. Separately, there will be a subscription for Ordinary Shares principally by members of the board of directors ("Directors") of the Company (the "Board") and an investment of approximately €29 million in equity and cash by the founders of Cairn Homes (the "Founders").

 

It is expected that conditional dealings in the Ordinary Shares will commence at 8:00am on Wednesday 10th June 2015.

 

Cairn Homes is an Irish homebuilder with a highly experienced management team who have a strong track record of delivering high quality homes in Ireland and the United Kingdom. The Company has a clear strategy to deliver high quality new homes with an emphasis on design, innovation and customer service, in urban areas of Ireland, with a focus on Dublin, the Dublin commuter belt, Galway, Cork and other large cities, where the Directors believe economic trends are supportive of housing demand and pricing. 

 

HIGHLIGHTS

 

Strong existing portfolio

·      Five sites (the "Conditionally Acquired Sites") acquired, conditional upon Admission (and in the 
case of the Navan site, conditional also on receipt of planning approval) with a total estimated gross development value ("GDV") of €366 million

·      First sales expected in June 2015 at the 50-acre Parkside site in North Dublin and construction
progressing well at the Killiney site in South Dublin

·      Construction due to commence at the Navan site in Q4 2015 and at the Butterly and Galway sites by mid-2016

 

Substantial pipeline of opportunities identified

·      Four sites in exclusivity (or where the Directors believe the Group is in de facto exclusive negotiations), with a further nine sites under active consideration, with an estimated GDV of €1,805 million from c.3,880 units

·     Clear strategy providing disciplined approach to land acquisition with focus on Dublin, the Dublin commuter belt, Cork and Galway

·      The Group intends to actively seek new opportunities to acquire additional sites and to enter into joint venture arrangements, where the Group considers it appropriate to do so

 

Management team with the depth of experience and relationships to execute strategy governed by a highly experienced Board

·      Chaired by John Reynolds (previously CEO of KBC Bank Ireland plc from 2009 to 2013)

·      Management team comprising Michael Stanley, Alan McIntosh, Eamonn O'Kennedy, Liam O'Brien, Kevin Stanley and (from July 2015) Brian Carey, a combination of experienced property, housebuilding and finance professionals

·      Highly experienced Board in compliance with UK Corporate Governance Code. In addition to John Reynolds, the Board includes four independent NEDs: Gary Britton (member of the Board of the Irish Stock Exchange); Andrew Bernhardt (former Chairman of H and B Foods); Aidan O'Hogan (ex-Chairman of Savills Ireland); and Giles Davies (NED of Algeco Scotsman Group)

 

Substantial undersupply of housing driving significant supply/demand imbalance

·      The Directors believe there is an imbalance between the demand for and supply of   housing in Ireland,
particularly in Dublin and surrounding areas, driven by a lack of capital, operational capacity and
legacies of the financial crisis

·      Less than 3,300 new build completions were delivered in Dublin in 2014 against a medium term demand of 8,000 to 10,000 per annum. The Directors believe that no homebuilder of scale is currently operating in Ireland

 

Sustained recovery in Irish economy underpins growth prospects of housing market

·      Ireland has the joint highest European Union GDP growth forecast for 2015 and 2016

·      A continued increase in employment has seen the unemployment rate reduce to just below 10 per cent in April 2015. The unemployment rate is forecast to fall below 7 per cent by 2020

·      The Irish population is expected to grow by 613,000 from 2016 to 2031

·      Government policies are supportive of a sustainable housing market recovery

 

Founders' commitment to strategy demonstrated through material investment

·      Founders' investment of approximately €29 million in equity and cash, in return for Ordinary Shares (at IPO), subject to a one year lock-up

·      Founder incentivisation scheme aligns Founders' and shareholders' interests, with the incentive amount paid in Ordinary Shares, subject to a staggered two year lock-up, with 50 per cent released after the first and second anniversaries following the award

 

Commenting on today's announcement, John Reynolds, Chairman of Cairn Homes, said: 

"The Irish economic backdrop continues to improve underlined by the fact that Ireland has the joint highest GDP growth forecast in the European Union. These strong macro-economic conditions, together with a population that is forecast to increase to 5 million by 2031, will underpin a strong demand for homes over the coming years. We believe that this is a unique opportunity for our Company, our customers, potential investors and the sector."

 

Michael Stanley, Chief Executive Officer of Cairn Homes, said:

"Cairn Homes' IPO will give our Company the platform for a new and sustainable approach to home building in Ireland. We are a well-capitalised business, governed by a strong independent Board, with an experienced management team committed to constructing the highest quality houses and apartments for our customers."

 

 

GROUP OVERVIEW

 

The Group intends to establish itself over the medium term as a leading Irish homebuilder, constructing high quality new homes with an emphasis on design, innovation and customer service. The Directors intend to raise gross proceeds of approximately €350 million to €400 million through the Offer, at a price of €1 per share.

 

Use of proceeds 

Following Admission, the Directors intend to use the proceeds to (i) satisfy the consideration and other costs and expenses payable in connection with the Butterly, Galway and Killiney sites and the Navan site, if such site acquisition is completed; (ii) develop the Conditionally Acquired Sites; (iii) subject to a Board decision at the time, repay an outstanding loan entered into by Emerley Properties Limited (the owner of the Parkside site), to be acquired by the Group upon Admission; and (iv) acquire and develop further sites suitable for residential development. In particular, the Directors believe significant value can be added to certain sites by obtaining or improving the planning consent in order to provide the type of new family homes which are in significant demand.

 

The Group has contracted to acquire five sites in Ireland (the "Conditionally Acquired Sites"), conditional in each case upon Admission (and, in the case of the Navan site, conditional also on receipt of planning approval).  All of these shall be direct site acquisitions, with the exception of the Parkside site, which shall be acquired via the acquisition of Emerley Holdings Limited. The Directors believe that these five sites together have an estimated GDV of €366 million, with a total acquisition cost of c. €62 million.

 

·      Parkside Site (Dublin North): The Parkside site is located to the north of Dublin, six miles from Dublin city centre.  To the north of Parkside lies an extensive designated greenzone, and a new public park, Father Collins Park, lies to the east of the site. The area benefits from multiple transport links to the city and beyond. The 50 acre site has planning consent for 147 houses, with a further 286 houses master planned in accordance with the approved Dublin City Council local area plan for the scheme and area.  Construction of new homes has commenced on the site, with the first sales expected in June 2015. The total acquisition cost of the Parkside Site is c. €40 million and the site has an estimated GDV of €171 million.

 

·      Killiney Site (Dublin South): Albany House is a protected status Victorian residence on a two acre site located off Killiney Hill Road and within walking distance of Killiney beach, Killiney village and Killiney train station.  Planning consent has been granted for the development of Albany House, its Coach House and Annex to provide for four apartments, as well as for sixteen four to five bedroom houses around Albany House.  Construction of new homes has commenced on the site, with the first sales expected in October 2015.  The total acquisition cost of the Killiney Site is c. €6 million and the site has an estimated GDV of €19 million.

 

·      Butterly Site (Dublin North):  Butterly Business Park is a mixed use commercial property site in Artane, Dublin 5. The site contains 77 commercial units (approximately 40,000 square metres) spread over a 7.9 acre site leased to a mix of tenants across the retail, office and industrial sectors, on long term and short term leases. The site has the benefit of a 10 year planning consent granted in July 2012 for a mixed use development comprising approximately 24,000 square metres of non-residential floor space and a total of 178 residential units. The Group intends to request an amendment to the current planning consent to enable it to construct 255 residential units at the site, with a consequential reduction in the size of the commercial space that the Group could develop on the site. The Group expects to dispose of the commercial units in due course. The total acquisition cost of the Butterly Site is c. €9 million and the site has an estimated GDV of €107 million.

 

·      Galway Site (Rahoon): The Galway site at Rahoon is approximately 2.5 miles from Galway city centre. Rahoon is a development opportunity for the construction of 170 mixed residential units, comprising three and four bedroom detached and semi-detached houses. The site is approximately 20.96 acres, 14.01 acres of which is designated as residential and the remainder of which, being approximately 6.95 acres, is designated as agricultural under the Galway City Development Plan 2011 to 2017. Galway City Council has recently proposed a new by-pass road designated the 'N6 Galway City Transport Project', involving the construction of a new ring-road which is expected to significantly improve Galway transport links and provide enhanced connectivity for the site. The Directors believe that a small area in the western portion of the site, comprising approximately 2.5 acres of the site (including circa. 10 per cent of the residentially zoned portion of the site) would be impacted by the proposed route and would be compulsorily acquired by Galway City Council, should the project proceed through planning to development. Planning consent was previously granted for 207 residential units (including 107 apartments), a crèche and three commercial/retail units. However, this planning consent has expired and the Directors believe that the site would benefit from revised planning consent.  Despite the impact of the potential compulsory acquisition referred to above, the Group intends to apply for new planning consent, with a view to developing 170 three and four bedroom houses, as the Directors believe that this is an appropriate number of units for the site and that planning consent for such number of units should still be achievable. The total acquisition cost of the Galway Site is c. €5 million and the site has an estimated GDV of €51 million.

 

·      Navan Site (Dublin Commuter Belt): The Navan site is located at Moathill, Navan, County Meath, approximately 0.75 km west of Navan town centre and on Dublin's commuter railway network. The site extends to approximately 14.03 acres, laid out in four separate lots along the N51 road from Navan to Athboy, which also provides a direct link to the M3 motorway. No planning consent has been obtained at the Navan site to date and the acquisition of the Navan site is conditional upon such consent being obtained.  The vendor of the Navan site is currently in the process of obtaining planning consent for the development of the site and the Directors expect that this planning consent will be granted by December 2015. If the vendor is unable to obtain planning consent to the Group's satisfaction, the site will not be acquired and the relevant net proceeds of the Offer will instead be invested in other sites. The total acquisition cost of the Navan site is c. €2 million and the site has an estimated GDV of €19 million.

 

The construction of homes has commenced on two of the Conditionally Acquired Sites (Parkside and Killiney). Further, the Group is in exclusive negotiations (or the Directors believe that the Group is in de facto exclusive negotiations) to acquire four further sites in Dublin and is currently giving active consideration to nine further sites for possible acquisition and development in Dublin, the Greater Dublin area and Cork, which the Group anticipates have the potential for 3,880 units and an estimated GDV of €1,805 million. Following Admission, the Group intends to continue to build homes on the Conditionally Acquired Sites and to actively seek new opportunities to acquire additional sites suitable for residential development with a view to generating value for Shareholders over the long term. 

 

In the vast majority of cases, the Group intends to acquire greenfield or brownfield sites in Ireland for residential development, with an emphasis on Dublin and the Dublin commuter belt, as well as Cork and Galway, where the Directors believe economic trends are supportive of housing demand and pricing. Where the Directors consider it appropriate, the Group may enter into joint ventures to develop sites in partnership with the site's landowner. The Group may also consider the acquisition of loan assets secured on development land from NAMA, financial institutions, and/or investment funds, with a view to realising the security and obtaining the underlying development land.

 

The Group's developments at the Parkside site, Galway site, Killiney site and Navan site (if such site acquisition is completed) will consist principally of family homes. The Group's primary focus will be on building family homes, but as on the Butterly site, the Group will also build apartments.

 

Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Goodbody Stockbrokers ("Goodbody")have been appointed as Joint Global Coordinators to the Offer.

 

FOR FURTHER DETAILS CONTACT:

 

 

Credit Suisse (Joint Global Coordinator)                                               +44 207 888 8888

Charles Donald

Camilla Hughes

Omri Lumbroso

 

Goodbody (Joint Global Coordinator)                                                  +353 1 667 0420

Kevin Keating

Linda Hickey

John Flynn

David Morrison

        

Hume Brophy (PR)                                                                                                  

London                                                                                                                      +44 203 440 5653

Mary Clark

Supriya Mathur

Dublin                                                                                                                         +353 1 662 4712

Maria Cryan

Edel Bach

 

FURTHER INFORMATION

STRENGTHS

 

Highly experienced management team and middle management team with a proven track record, as well as a highly experienced Board

The Group has a highly experienced management team with significant breadth and depth of expertise. The Group's management team includes Michael Stanley, Alan McIntosh, Eamonn O'Kennedy, Liam O'Brien and Kevin Stanley.  Michael Stanley, Liam O'Brien and Kevin Stanley have a proven track record of residential property development in Ireland and the UK with, in aggregate, just under 40 years of experience in the Irish and UK homebuilding sector. Brian Carey, who has agreed to join the Group in July 2015, has extensive experience in dealing with development land, loan portfolios and related security packages. Michael Stanley was appointed chief executive officer of Stanley Holdings following the demerger of Shannon Homes in 2005. Stanley Holdings subsequently completed 450 units between 2005 and 2007. Liam O'Brien was the Director of Development and Construction at Menolly Homes Dublin from 2002 to 2009. Alan McIntosh has extensive experience of financing structures and corporate transactions and has been a director of a number of public and private companies. Eamonn O'Kennedy, the Group Finance Director, is an experienced listed company finance director. The Directors believe that the management team is suitably experienced to provide the Group with the services it requires to establish itself as a leading Irish homebuilder.

 

Limited competition in Ireland and high barriers to entry

As a consequence of the global financial crisis which started in mid-2007, NAMA acquired the bank loans made to a number of major housebuilding companies which operated in Ireland. Since the acquisition of these loans by NAMA, the Directors believe that the activities of the relevant housebuilders have primarily been limited to completing the development of the sites subject to loans, and to subsequently selling the relevant properties to realise the NAMA-owned debts and that these housebuilders are not well placed to acquire further sites.  As a result of the global financial crisis and the intervention of NAMA in the Irish residential property market, the Directors believe that no housebuilder of scale is currently operating in Ireland. With over 10,000 new households being created in Dublin alone per year, the Directors believe that the housing market in Dublin and in Ireland more generally is significantly undersupplied. The Directors believe that these and other factors have led to a structural imbalance between demand for and supply of housing in Ireland and that there is an opportunity in the current market to establish a leading position in the housebuilding sector.

 

In addition, the Directors believe that there are a number of high barriers to entry to the Irish housebuilding market, which the Group is well placed to overcome. Barriers to entry include the introduction in March 2014 of a new set of Irish building regulations (The Building Control (Amendment) Regulations 2014), which impose more stringent obligations on housebuilders than were previously in place. The Directors further believe that their extensive local knowledge and strong network in the Irish housebuilding industry gives them a competitive advantage when it comes to land acquisition and the development of homes in Ireland.

 

The Group expects to be one of the most well capitalised housebuilders in Ireland

As a consequence of its receipt of the net proceeds of the Offer, the Group expects to be one of the most well capitalised housebuilders in Ireland from Admission. The Directors believe that small housebuilders tend not to be well capitalised and rely heavily on bank financing. The Directors further believe that banks are reluctant to lend on a highly leveraged basis to property development companies, making access to capital challenging for small housebuilders. The Directors intend to use debt conservatively, such that they comply with the Group's medium term target that total borrowings should not exceed approximately 25 per cent of the Group's consolidated net asset value. In the short to medium term, to the extent that bank finance is not put in place for a site, the Group expects to fund the acquisition and development costs in relation to a site using the net proceeds of the Offer until they can be financed through the Group's cash flow from operations. The Group intends to look to fund acquisitions and development through cash flow rather than debt wherever the Group considers it appropriate and to adopt the most efficient capital structure for each site. 

 

The Group is well positioned to continue to increase its pipeline

As a consequence of the management team's longstanding involvement in the residential property market, the Group has extensive industry contacts and knowledge and, as a result, is well placed to continue to identify and make strategic acquisitions which fit its stated acquisition criteria. The Group will also have access to readily available capital in the form of the net proceeds of the Offer which it can deploy quickly to respond to opportunities to acquire development land identified in its pipeline.

 

The Group is well positioned to participate in potential development land or loan asset sales by NAMA and other institutions

The Directors believe that a unique situation exists in Ireland where substantial amounts of development land or loan assets secured on development land suitable for residential development is owned by NAMA and financial institutions such as Ulster Bank, Allied Irish Bank p.l.c., Bank of Ireland Group, Danske Bank and others. The Group intends to consider acquisitions of development land or loan assets secured against development land from these entities as appropriate. The Directors believe that certain of these institutions have indicated their desire to dispose of this development land or loan assets. The Group is well positioned, due to the experience of its management team, and in particular the fact that the management team have an in-depth historical knowledge of the number of sites which are available and the planning status on a number of these opportunities, to identify and acquire such development land and loan assets.

 

Design and innovation

The Group is focused on the construction of high quality homes and expects to be in a position to differentiate itself from its competitors through an emphasis on design, innovation and customer service. The Group intends to offer homes which allow for flexible living, with high specification finishes and extensive landscaping to both private gardens and streetscapes. The Group intends to build energy efficient homes and the homes which the Group is currently building and intends to build have been designed to achieve an "A Rated" BER energy rating and include heat recovery ventilation (HRV), high quality roof and wall insulation, low energy lighting, boilers and appliances.

 

Long established relationships with suppliers and specialist sub-contractors in the Irish market

The Group intends to enter into third party contracts in connection with the development of sites, including contracts with civil engineering companies, sub-contractor companies, individual tradespeople and design team professionals including architects, landscaping architects, mechanical and electrical engineers, structural engineers and planning consultants. Such third party contracts have been entered into with respect to the development of the Parkside and Killiney sites. In most cases, sub-contractors engaged by the Group are expected to supply the labour and materials used to develop the sites as part of their obligations under the contracts with the Group. 

 

 

BOARD OF DIRECTORS

 

John Reynolds (Age: 56): Non-Executive Chairman

John Reynolds is currently a non-executive director of Computershare Investor Services (Ireland) Limited and a director of Business in the Community Limited. He was previously chief executive officer of KBC Bank Ireland plc from 2009 to 2013 and President of the Irish Banking Federation from 2012 to 2013, during which time he was also a board member of the European Banking Federation.

 

Michael Stanley (Age: 49): Chief Executive Officer, Founder and Executive Director.

Michael Stanley was appointed chief executive officer of Stanley Holdings following the demerger of Shannon Homes in 2005.  As part of the Shannon Homes demerger, the assets of Shannon Homes (including sites for development) were equally split between Stanley Holdings and its partner in Shannon Homes (at that time a large Irish housebuilder). Stanley Holdings subsequently completed a further 450 units between 2005 and 2007 and in mid-2007 took the decision to reduce its exposure to the Irish residential property market by realising value from a third party for a major portion of its land bank. Stanley Holdings ceased its housebuilding activities in 2007.  Together with Kevin Stanley, Michael formed Coastland Partnership, a partnership focusing on property development in Dublin and London, which operated between 2001 and 2009. He was Managing Director of NPP, a provider of plastic packaging solutions, from 1997 until 2003. Over the past 15 years Michael Stanley has been involved in other successful property ventures in Ireland and the UK, including residential and commercial projects in London and Belfast.

 

In recent years, during the downturn in the housebuilding sector, Michael Stanley has been involved in a number of different ventures, including as non-executive director of Oneview Healthcare, from 2011 until 2015, and adviser to Endeco Limited, an Irish energy company, from 2011 until 2014. In 2012, Michael Stanley established Lead Asset Management Limited, a property development company. In 2012 Lead Asset Management Limited completed the planning and redevelopment of a 20,000 square foot commercial development in Blanchardstown, Dublin.

 

Alan McIntosh (Age: 47): Founder & Executive Director

Alan McIntosh has been a principal investor and part of successful investor groups for over 17 years. During this time he has had operational management roles and been part of management teams that have successfully grown a number of different businesses. Alan McIntosh was a co-founder of each of Pearl Group (now listed as Phoenix Group Plc), Punch Taverns Plc, Spirit Group Plc and Wellington Pub Company Ltd. He was also an investor in, and a non-executive director of, Topps Tiles Plc from 1997 to 2008. In 2012 he established Emerald Investment Partners, a private investment vehicle with interests in real estate, healthcare, biotech and technology in Europe and North America. He qualified as a chartered accountant with Deloitte & Touche in 1992.

 

Eamonn O'Kennedy (Age: 42): Group Finance Director

Eamonn O'Kennedy is Group Finance Director.  He was previously Chief Financial Officer of Independent News and Media PLC ("INM"), a company with a dual listingin Dublin and London with over 1,000 members of staff and a peak market cap of €2,967 million, from October 2012 until December 2014. During his tenure as Finance Director of INM, Eamonn O'Kennedy oversaw an extensive financial and balance sheet restructuring as well as a subsidiary disposal, a €142.0 million debt write off, an €11.4 million pension fund liability reduction and an equity raise of more than €40 million.

 

Prior to his role as Chief Financial Officer, Eamonn O'Kennedy held a number of management roles with INM between 1999 and 2012, including Finance Director (Ireland) and Group Finance Manager. Eamonn O'Kennedy is a fellow of the Institute of Chartered Accountants, having qualified with PwC in 1996.  He has also previously worked as an accountant with Deutsche Bank AG, in Sydney, from 1997 to 1998.

 

Gary Britton (Age: 61) Non-Executive Director

Gary Britton is Chairman of the Audit and Risk Committee. He is currently a Board Member of The Irish Stock Exchange plc, KBC Bank Ireland plc and The Cheshire Foundation in Ireland. He was previously a partner in KPMG from 1989 to 2011 where he served in a number of senior positions, including the firm's Board, the Remuneration and Risk Committees and as Head of its Audit Practice.

 

Gary is a member of the Institute of Chartered Accountants, the Institute of Directors and the Institute of Banking. He is also a Certified Bank Director as designated by the Institute of Banking.

 

Andrew Bernhardt (Age: 54) Non-Executive Director

Andrew Bernhardt has considerable experience in managing a widely diversified portfolio of assets, over the last seven years at ALMC (a large successfully restructured Icelandic financial services company) as CEO and more recently as a non-executive director. Currently on the boards of ALMC and West Ham United FC and the former Chairman of H and B Foods (a UK wholesale speciality food distributor), Andrew Bernhardt was also on the board of Play Mobile Poland, one of the fastest growing mobile telecoms companies in Europe, for four years until August 2014.

 

Prior to joining ALMC, Andrew Bernhardt had a 29 year career in commercial banking at Barclays Bank and GE Capital.  He was heavily involved in supporting the growth of a number of well-known property companies (including Canary Wharf, Hammerson, Slough Estates and Howard de Walden Estates) during his time at Barclays Bank.

 

Giles Davies (Age: 46) Non-Executive Director

Giles Davies qualified as a chartered accountant with PwC in London before spending five years with the firm's management consultancy in both London and New York.  He then went on to found Conservation Capital which is a leading practice in the emerging field of conservation finance and enterprise. He is currently a non-executive director of the Algeco Scotsman Group - a leading global provider of modular space, secure portable storage solutions and remote workforce accommodation management with operations in 37 countries, a modular fleet of c. 300,000 units and revenues in excess of US$ 1.5 billion.  He is also non-executive chairman of Capital Management & Investment plc and non-executive chairman of Wilderness Scotland (a subsidiary of which is Wilderness Ireland).

 

Aidan O'Hogan (Age: 63) Non-Executive Director

Aidan O'Hogan is a fellow of the Society of Chartered Surveyors Ireland and past president of the Irish Association of Valuers Institute. In 2009, he retired as chairman of Savills Ireland after 40 years as a real estate professional. Mr O'Hogan is currently chairman of Property Industry Ireland.  Mr O'Hogan was previously managing director and chairman of Hamilton Osborne King, with almost 20 years' experience there. Aidan O'Hogan is also a non-executive director of Irish Residential Properties REIT plc.

 

THE MANAGEMENT TEAM (in addition to Michael Stanley, Alan McIntosh and Eamonn O'Kennedy)

 

Liam O'Brien (Age: 48): Chief Operating Officer

Liam O'Brien is Chief Operating Officer of the Company. Liam O'Brien was the Director of Development and Construction at Menolly Homes Dublin from 2002 to 2009. At its peak, Menolly achieved up to 1,500 completions per year, and during Liam O'Brien's time with the company Menolly built over 10,000 homes in Ireland. Since 2009, he has operated his own quantity surveying and project management firm. Previously Liam O'Brien was a Senior Quantity Surveyor for Ascon, a leading civil engineering and contracting firm in Ireland.

 

Kevin Stanley (Age 42): Director of Development Land and Planning

Kevin Stanley was Sales & Marketing Director for Hooke & MacDonald, one of Ireland's largest new homes sales agents, from 1999 until 2001. He advised many of Ireland's leading housebuilders and sold over 2,000 residential units in a six-year period with the firm. Together with Michael Stanley, he formed Coastland Partnership, a partnership focusing on property development in Dublin and London, which operated between 2001 and 2009, and led the acquisition, planning process and profitable disposal of a number of development sites in Ireland and the UK.

 

Between 2005 and 2009, Kevin Stanley acquired, secured planning for and led the development of two significant Belfast city centre residential projects totalling 309 apartments and commercial space, with an estimated GDV of £77 million, namely, 'Victoria Place' and 'The Bakery', Ormeau Road. The Bakery was awarded 'Best Commercial Development' at the 2014 Royal Institute of Chartered Surveyors Northern Ireland annual awards.

 

Kevin Stanley has also been a director of Stanley Holdings since 2006.

 

Between 2009 up to the date of this issue, Kevin Stanley was involved in a number of personal interests, including as a director (with a mainly non-executive function) of Keystreet Property Management, a property management company, between 2004 and 2014 and a director of Sonbrook Property Holdings Limited, a company which acquired land in County Meath. 

 

Brian Carey (Age: 40): Senior Acquisition Manager

Brian Carey has agreed to join the Group in July 2015, having recently resigned from NAMA. Brian has extensive experience in dealing with development land, loan portfolios and related security packages. Brian qualified as a chartered accountant in 2011. Brian was, from October 2012 to April 2015, a senior asset recovery manager within NAMA's residential division. During his time at NAMA, Brian was involved in restructuring complex and high profile asset sales, including a €100 million debt and land restructure and a €365 million syndicated loan sale secured by UK and Irish assets. Prior to joining NAMA in 2012, Brian was an assistant manager at MKO Chartered Accountants from January 2009 to October 2012, where he completed a secondment to the corporate finance banking division of Ulster Bank and provided audit, accounting and tax advisory services to a portfolio of clients. Between 2002 and 2008, Brian was a senior negotiator and team leader at Hooke & MacDonald, one of Ireland's largest new home sales agents.

 

 

DETAILS OF THE OFFER

 

The Ordinary Shares to be allotted and issued by the Company under the Offer (the "Offer Shares")  will be offered at an Offer Price of €1 per share.   The Company is seeking to raise gross proceeds of approximately €350 to €400 million pursuant to the Offer.

 

Separately, the Founders will be investing approximately €29 million in equity and cash, in return for Ordinary Shares (at IPO), subject to a one year lock-up.  These investments have been or will be made by the Founders either directly or through entities affiliated with the Founders, including: (i) in the case of Alan McIntosh, New Emerald LP, a limited partnership, the sole limited partner and economic beneficiary of which is the Emerald Opportunity Investment Fund, a Central Bank regulated fund in which Prime Developments Limited, a company in which the economic interest is indirectly held by Alan McIntosh and his spouse, is the sole investor; and (ii) in the case of Michael Stanley and Kevin Stanley, Stanbro Property Holdings Limited, a company of which over 96 per cent of the ultimate beneficial interest is held by Michael Stanley and Kevin Stanley together with family members.

 

In connection with the Offer, Credit Suisse (as "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law and for stabilisation purposes, over-allot Ordinary Shares (the "Over-allotment Option") up to a total of 10 per cent of the Ordinary Shares comprised in the Offer before any utilisation of the Over-allotment Option) or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

 

IMPORTANT NOTICES

 

The contents of this announcement, which have been prepared by and are the sole responsibility of Cairn Homes p.l.c., have been approved by Credit Suisse Securities (Europe) Limited, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

 

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction.

 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

 

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, directly or indirectly, securities to any person in Australia, Canada, Switzerland, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Switzerland, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Switzerland, Japan or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Switzerland, Japan or South Africa. 

 

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with the admission of the Ordinary Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities. Copies of the Prospectus will, following publication, be available from the Company's registered office, at the offices of Pinsent Masons LLP, 30 Crown Place, London EC2A 4ES and on the Company's website www.cairnhomes.com.

 

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom. Persons into whose possession this announcement (or any other offer or publicity material relating to the Ordinary Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

 

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

 

In particular, this announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada, Switzerland, Japan or South Africa.

 

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors") and in Ireland only to certain other investors being clients of Goodbody Stockbrokers.  Any investment or investment activity to which this announcement relates is available only to Qualified Investors in any member state of the EEA and will be engaged in only with such persons.  Other persons should not rely or act upon this announcement or any of its contents. Any subscription of Ordinary Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus to be issued by the Company in connection with the Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.

 

Certain statements contained in this announcement constitute "forward-looking" statements regarding the belief of current expectation of the Company, the Directors, and the Management Team about the Company's financial condition, results of operations and business. Forward-looking statements are sometimes identified by the use of forward-looking terminology  as "may ", "could ", "should ", "will ", "expect ", "intend ", "estimate ", "anticipate ", "assume ", "believe", "plan ", "seek ", "continue",  "target ", "goal ", "would" or the negative thereof, other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. l. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. None of the Company, Credit Suisse nor Goodbody undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to Cairn Homes p.l.c. or individuals acting on behalf of Cairn Homes p.l.c. are expressly qualified in their entirety by this paragraph.

 

The Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the Ordinary Shares, for whom an investment in the Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Offer will proceed and that Admission will occur and you should not base your financial decisions on the Company's intention in relation to the Admission and Offer at this stage. Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. This announcement does not constitute a recommendation concerning the Offer. The price and value of the Ordinary Shares and any income from these may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Offer or Admission cannot be relied upon as a guide to future performance.

 

Potential investors should consult a professional advisor as to the suitability of the Offer for the entity concerned.

 

Credit Suisse, which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA, is acting exclusively for the Company and no one else in connection the Offer and with Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Offer, Admission or any matter referred to herein.

 

Goodbody Stockbrokers trading as Goodbody, is regulated in Ireland by the Central Bank of Ireland. Goodbody Stockbrokers is acting exclusively for the Company and no one else in connection with the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing any advice in relation to the Offer, Admission, or any matter referred to herein.

 

In connection with the Offer and Admission, each of Credit Suisse and Goodbody Stockbrokers, or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Credit Suisse or Goodbody or any of their respective affiliates acting as investors for their own accounts. Neither Credit Suisse nor Goodbody nor any of their respective affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

 

None of the Company, Credit Suisse, Goodbody, or any of their respective affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

 

Accordingly, the Company, Credit Suisse, Goodbody and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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