Response to Announcement by Bellway p.l.c.
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 THAT JURISDICTION
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT A FIRM OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
14 June 2024
Crest Nicholson Holdings plc ("Crest Nicholson")
Response to possible offer announcement by Bellway p.l.c. ("Bellway")
The Board of Crest Nicholson notes the announcement made by Bellway p.l.c. ("Bellway") on 13 June 2024 and confirms that on 7 May 2024 it received a revised unsolicited preliminary proposal from Bellway in relation to a possible all-share offer for Crest Nicholson (the "Revised Proposal").
Under the terms of the Revised Proposal, for each Crest Nicholson share owned, Crest Nicholson's shareholders would receive 0.093 new ordinary shares in Bellway. The Revised Proposal implied Crest Nicholson's shareholders would own approximately 17.1 per cent. of the combined entity.
Based on the Bellway share price of 2,718 pence as at close of business on 13 June 2024, the Revised Proposal represents an implied value of 253 pence per Crest Nicholson share, which represents a premium of approximately 18.8 per cent. to the Crest Nicholson share price of 213 pence as at close of business on 13 June 2024 and a premium of approximately 10.5 per cent. based on the 1-month volume weighted average share price of 229 pence per Crest Nicholson share.
The Board of Crest Nicholson evaluated the Revised Proposal with its financial advisers and concluded that it significantly undervalued Crest Nicholson and its future standalone prospects and was not in the best interests of Crest Nicholson's shareholders. The Board therefore unanimously rejected the Revised Proposal on 14 May 2024.
The Revised Proposal follows an earlier unsolicited approach from Bellway on 25 April 2024 regarding a possible all-share offer for Crest Nicholson (the "Initial Proposal") under which Crest Nicholson's shareholders would receive 0.089 new ordinary shares in Bellway. The Initial Proposal was also unanimously rejected by the Board of Crest Nicholson on 2 May 2024, having concluded it fundamentally undervalued Crest Nicholson and its future prospects.
As outlined in its half year results on 13 June 2024 for the period ended 30 April 2024, Crest Nicholson remains confident in its standalone prospects, in particular given conclusion of the review of provisions for completed development sites supported by external consultants, its highly attractive land portfolio and the new leadership of Martyn Clark.
In accordance with Rule 2.6(a) of the Code, Bellway is required, by not later than 5.00 p.m. (London time) on 11 July 2024, being 28 days after 13 June 2024, the date of the announcement made by Bellway publishing details of the Revised Proposal, either to announce a firm intention to make an offer for Crest Nicholson in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer for Crest Nicholson, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
This announcement has been made without the consent of Bellway.
The person responsible for arranging the release of this announcement on behalf of Crest Nicholson is Penny Thomas.
Enquiries:
Crest Nicholson Holdings plc + 44 (0) 19 3258 0555
Bill Floydd (Group Finance Director)
Jenny Matthews (Head of Investor Relations)
Barclays Bank PLC, acting through its Investment Bank + 44 (0) 20 7623 2323
(Joint Financial Adviser and Joint Corporate Broker)
Robert Mayhew
Osman Akkaya
Stuart Jempson
Mark Gunalan
Jefferies International Limited + 44 (0) 20 7029 8000
(Joint Financial Adviser and Joint Corporate Broker)
Philip Yates
Sam Barnett
Will Soutar
Thomas Bective
Teneo + 44 (0) 20 7260 2700
(Financial Communications Adviser)
James Macey White
Giles Kernick
Important notices
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.
The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Notice related to financial adviser
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Crest Nicholson and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Crest Nicholson for providing the protections afforded to clients of Barclays nor for providing advice in relation to the subject matter of this announcement.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Crest Nicholson securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Crest Nicholson 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 the matters in this announcement and will not be responsible to anyone other than Crest Nicholson for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies 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 Jefferies in connection with this announcement, any statement contained herein or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 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 of the Code. 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 of the Code.
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 of the Code).
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.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, Crest Nicholson confirms that, as at the close of business on 13 June 2024, it has 256,920,539 ordinary shares of £0.05 each in issue and admitted to trading on the London Stock Exchange. No shares are held in treasury. The International Securities Identification Number (ISIN) for the ordinary shares is GB00B8VZXT93.
Market Abuse Regulation
This announcement contains inside information for the purposes of Article 7 of the UK version of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement the inside information is now considered to be in the public domain.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.crestnicholson.com, by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.
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