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Quintain Estates (QED)

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Wednesday 29 July, 2015

Quintain Estates

Recommended cash offer for Quintain

RNS Number : 3757U
Quintain Estates & Development PLC
29 July 2015
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

29 JULY 2015

RECOMMENDED CASH OFFER

for

QUINTAIN ESTATES AND DEVELOPMENT PLC

by

BAILEY ACQUISITIONS LIMITED

Summary

·             The boards of directors of Bailey Acquisitions Limited (Bidco) and Quintain Estates and Development PLC (Quintain) are pleased to announce that they have reached agreement on the terms of a recommended cash offer for Quintain by Bidco, an investment vehicle indirectly controlled by Lone Star Real Estate Fund IV, pursuant to which Bidco will acquire the entire issued and to be issued share capital of Quintain (the Offer).

·             Under the terms of the Offer, Quintain Shareholders will receive 131 pence in cash for each Quintain Share, which values the entire issued, and to be issued, share capital of Quintain on a fully diluted basis at approximately £700 million.

·             The Offer provides an attractive opportunity for Quintain Shareholders to realise, in cash at a premium, their investment in Quintain. The Offer represents a premium of approximately:

-            22.4 per cent. to the Closing Price of 107 pence per Quintain Share on 28 July 2015, being the last Business Day before the date of this announcement;

-            29.9 per cent. to the volume weighted average price of 101 pence per Quintain Share over the six month period to 28 July 2015, being the last Business Day before the date of this announcement; and

-            7.4 per cent. to Quintain's EPRA NAV as at 31 March 2015 of 122 pence per Quintain Share.

·             The Quintain Directors, who have been so advised by J.P. Morgan Cazenove and Lazard, consider the financial terms of the Offer to be fair and reasonable. In providing advice to the Quintain Directors, J.P. Morgan Cazenove and Lazard have taken into account the commercial assessments of the Quintain Directors. J.P. Morgan Cazenove is providing independent financial advice to the Quintain Directors for the purposes of Rule 3 of the Code.

·             Accordingly, the Quintain Directors intend unanimously to recommend that the Quintain Shareholders accept the Offer.

·             Bidco has received irrevocable undertakings to accept (or procure acceptance of) the Offer from each of the Quintain Directors that holds Quintain Shares in respect of his or her own beneficial holdings totalling 1,564,613 Quintain Shares (representing approximately 0.3 per cent. of the issued share capital of Quintain as at close of business on 28 July 2015 (being the latest Business Day before the date of this announcement)).

·             Bidco is an investment vehicle indirectly controlled by Lone Star Real Estate Fund IV. Lone Star Real Estate Fund IV is a real estate fund sponsored by the principals of Lone Star Funds (Lone Star). Lone Star is a leading private equity firm that invests globally in real estate, equity, credit and other financial assets. Lone Star has considerable experience of investing in, and acquiring, urban residential developments both in Europe and the United States. Lone Star was established in 1995, and has since organised fifteen private equity funds (the LS Funds) with aggregate capital commitments totalling approximately $60 billion. The LS Funds are structured as closed-end, private-equity limited partnerships, the limited partners of which include corporate and public pension funds, sovereign wealth funds, university endowments, foundations, funds of funds and high net worth individuals. Lone Star Real Estate Fund IV is the current commercial real estate fund sponsored by the principals of Lone Star. Lone Star Real Estate Fund IV held their first and final closings in April 2015 and raised approximately $5.8 billion in combined capital commitments.

·             Bidco intends to finance the Offer through a mixture of funding provided by Lone Star Real Estate Fund IV and debt funding from third party providers of debt finance.

·             Bidco reserves the right, subject to the consent of the Panel, to effect the Proposed Transaction by way of a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act.

·             The Offer Document will include full details of the Offer and will specify the actions to be taken by Quintain Shareholders. It is expected that the Offer Document will be posted to Quintain Shareholders as soon as practicable.

·             Commenting on the Offer, Angus Dodd, of Lone Star Europe Acquisitions LLP (an advisor to Lone Star Real Estate Fund IV), said:

"The proposed acquisition represents a unique opportunity for Lone Star to gain further exposure to residential and commercial assets in London. Wembley Park is one of the largest and most exciting urban renewal projects in Europe and complements our experience in this segment of the market. We intend to contribute significant additional financial resources to help Quintain in its next phase of growth: to accelerate delivery at Wembley Park, building more homes more quickly and continuing the creation of a cohesive and exciting new community. We very much look forward to working with the Quintain team on Wembley and the rest of the portfolio."

·            Commenting on the Offer, William Rucker, Chairman of Quintain, said:

"The offer by Bidco delivers an attractive opportunity to unlock future value from the Wembley Park development at an early stage through the certainty of a cash offer priced at a premium to net asset value and the current share price. Bidco's offer enables our shareholders to accelerate and de-risk the realisation of value and recognises the transformation of Quintain over the last six years."

·             Commenting on the Offer, Maxwell James, Chief Executive of Quintain, said:

"Since 2012, Quintain has undergone a major transformation which has seen the business dispose of non-core assets, progressively rebalance the business to focus on London and materially de-gear the balance sheet, creating a strong platform for growth. The Offer from Bidco crystallises value for shareholders at an early stage whilst enabling Quintain's vision for Wembley Park to be accelerated through the addition of significant financial resources, creating more mainstream homes in the Capital more quickly than would otherwise be possible."

·             J.P. Morgan Cazenove and Lazard are acting as financial advisers to Quintain in relation to the Offer. J.P. Morgan Cazenove is acting as the independent financial adviser to Quintain for the purposes of Rule 3 of the Code and as corporate broker to Quintain in relation to the Offer. Barclays is acting as corporate broker to Quintain in relation to the Offer.

·            Morgan Stanley is acting as exclusive financial adviser to Bidco in respect of the Offer.

This summary should be read in conjunction with, and is subject to, the full text of this announcement (including the Appendices). The Offer will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix 2 contains the bases and sources of certain information used in this summary and this announcement. Appendix 3 contains details of the irrevocable undertakings received by Bidco in relation to the Offer that are referred to in this announcement. Appendix 4 contains definitions of certain terms used in this summary and this announcement.

Enquiries:


Bailey Acquisitions Limited


Angus Dodd/James Riddell

+44 (0)20 7616 6800



Morgan Stanley (Financial Adviser to Bidco)


Nick White/Ian Hart/Gwen Billon

+44 (0)20 7425 8000



Headland (Bidco's PR Adviser)


Francesca Tuckett/Howard Lee

+44 (0)20 7367 5222



Quintain Estates and Development PLC


Maxwell James/Simon Carter

+44 (0)20 3219 2200



 

J.P. Morgan Cazenove (Quintain's Financial Adviser and Corporate Broker)


Bronson Albery/Paul Hewlett/Tara Morrison

+44 (0)20 7742 4000



Lazard (Quintain's Financial Adviser)


Patrick Long/Max von Hurter/Philippe Noël

+44 (0)20 7187 2000



 

Barclays (Quintain's Corporate Broker)


Brendan Jarvis/Tom Boardman/Derek Shakespeare 

+44 (0)20 7623 2323



Finsbury (Quintain's PR Adviser)


Jenny Davey/James Thompson

+44 (0)20 7251 3801

 

Important notices relating to financial advisers and brokers

 

Barclays, acting through its Investment Bank, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Quintain and no one else in connection with the Offer and will not be responsible to anyone other than Quintain for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to herein.

Further information

Overseas jurisdictions

Notes to US holders of Quintain Shares

The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the US Exchange Act), and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The Offer is being made for the securities of an English company with a listing on the London Stock Exchange. The Proposed Transaction is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information on Quintain included in this announcement has been prepared in accordance with IFRS and may therefore 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.

The receipt of cash pursuant to the Offer by a US holder of Quintain Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Quintain Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

The Offer will be made in the United States by Bidco and no one else. None of Morgan Stanley, J.P. Morgan Cazenove, Lazard or Barclays, nor any of their respective affiliates, will be making the Offer in the United States.

It may be difficult for US holders of Quintain Shares to enforce their rights and any claim arising out of US federal securities laws, since Bidco is incorporated under the laws of Jersey and Quintain is incorporated under the laws of England and Wales and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of Bidco and Quintain are located outside the United States. US holders of Quintain Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire securities in the United States. No offer to acquire securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, passed comment upon the fairness or merits of the Proposed Transaction or passed comment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal UK market practice, Bidco or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Quintain Shares outside the Offer before or during the period in which the Offer remains open for acceptance. Those purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed to all investors to the extent required in the United Kingdom, and the United States, will be reported to a Regulatory Information Service provider and will be available on the London Stock Exchange website, www.londonstockexchange.com, each of which will be available to the public in the United States. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the US Exchange Act.

Forward-looking statements

 

This announcement contains statements that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Quintain's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Bidco's or Quintain's business.

 

These forward looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of Bidco or Quintain. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to Bidco or Quintain or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Bidco and Quintain disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

No profit forecast

 

No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those of the preceding financial periods for Quintain.

Disclosure requirements of the Code

Rule 2.10 disclosure

Information relating to Quintain Shareholders

Publication on website

Rounding

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

29 JULY 2015

RECOMMENDED CASH OFFER

for

QUINTAIN ESTATES AND DEVELOPMENT PLC

by

BAILEY ACQUISITIONS LIMITED

1.           Introduction

The boards of directors of Bailey Acquisitions Limited (Bidco) and Quintain Estates and Development PLC (Quintain) are pleased to announce that they have reached agreement on the terms of a recommended cash offer for Quintain by Bidco, an investment vehicle indirectly controlled by Lone Star Real Estate Fund IV, pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Quintain (the Offer).

2.           Summary of the Offer

It is intended that the Offer be implemented by means of a takeover offer under the Code.

Under the Offer, which will be subject to the Conditions and terms set out in Appendix 1 to this announcement and to the further terms to be set out in the Offer Document, Quintain Shareholders will receive:

for each Quintain Share                                    131 pence in cash

The Offer values the entire issued and to be issued share capital of Quintain on a fully diluted basis at approximately £700 million.

·            The Offer represents a premium of approximately:

-            22.4 per cent. to the Closing Price of 107 pence per Quintain Share on 28 July 2015, being the last Business Day before the date of this announcement;

-            29.9 per cent. to the volume weighted average price of 101 pence per Quintain Share over the six month period to 28 July 2015, being the last Business Day before the date of this announcement; and

-            7.4 per cent. to Quintain's EPRA NAV as at 31 March 2015 of 122 pence per Quintain Share.

3.           Background to and reasons for the Offer

Bidco believes that the acquisition of Quintain represents an attractive opportunity for Lone Star to increase its investment in the London real estate market, with significant growth potential presented, in particular, by the Wembley Park development.

Bidco recognises the progress achieved by the management team of Quintain over the last six years to rebalance its business to focus on London and development at Wembley Park. Additionally, Bidco believes that, with support from Lone Star Real Estate Fund IV, it can provide Quintain with access to significant financial resources which will enable Quintain to accelerate the delivery of homes and unlock future potential within Wembley Park and the rest of Quintain's property portfolio.

4.           Background to and reasons for the recommendation of the Quintain Directors

Over the past decade, Quintain has been developing one of London's largest urban renewal schemes, Wembley Park, transforming a tired exhibition centre and largely redundant industrial warehousing around Wembley Stadium into a vibrant, self-sustaining new London neighbourhood. At the centre of the development Quintain has created a unique entertainment quarter around the existing SSE Arena (formerly Wembley Arena) and the stadium. This includes, inter alia, London's only outlet centre, the first four star hotel in the area, restaurants, cafes, a cinema and five acres of green space.

Since 2004, Quintain has secured planning consent for approximately 5,500 homes across the site. With the entertainment quarter established, Quintain now has 835 homes under construction and intends to complete 1,200 within the next four years. Of these Quintain intends to retain and let 361 homes as part of a newly-established Professional Market Rental (PMR) business.

Further, Quintain is advancing planning regarding 850 homes on the South West Lands and work is also underway to redesign the entire eastern half of the site, which extends to 24.5 acres. Bidco's significant financial resources will enable the delivery of Quintain's vision for Wembley Park to be accelerated, creating more mainstream homes in the Capital more quickly than would otherwise be possible.

The Quintain Directors are confident that Quintain is well placed to make excellent progress as a stand-alone business under the existing management team. The certainty of the cash Offer from Bidco would enable shareholders to accelerate and de-risk the realisation of embedded value within the business. The Quintain Directors believe that the Offer represents an attractive premium to both the 31 March 2015 Net Asset Value and the current share price. For these reasons, the Quintain Directors are recommending the Offer to Quintain Shareholders.

5.           Recommendation

The Quintain Directors, who have been so advised by J.P. Morgan Cazenove and Lazard, consider the financial terms of the Offer to be fair and reasonable. In providing advice to the Quintain Directors, J.P. Morgan Cazenove and Lazard have taken into account the commercial assessments of the Quintain Directors. J.P. Morgan Cazenove is providing independent financial advice to the Quintain Directors for the purposes of Rule 3 of the Code.

Accordingly, the Quintain Directors intend unanimously to recommend that Quintain Shareholders accept the Offer as the Quintain Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 1,564,613 Quintain Shares, representing, in aggregate, approximately 0.3 per cent. of the ordinary share capital of Quintain in issue on 28 July 2015 (being the latest Business Day before the date of this announcement).  

6.           Irrevocable undertakings

Bidco has received irrevocable undertakings to accept (or procure acceptance of) the Offer from each of the Quintain Directors that holds Quintain Shares in respect of his or her own beneficial holdings totalling 1,564,613 Quintain Shares (representing approximately 0.3 per cent. of the issued share capital of Quintain as at close of business on 28 July 2015 (being the latest Business Day before the date of this announcement)). 

Further details of the irrevocable undertakings are contained in Appendix 3 to this announcement.

7.           Information on Bidco

Bidco

Bidco is a newly incorporated company formed for the purpose of the Offer and indirectly controlled by Lone Star Real Estate Fund IV. Bidco is incorporated under the laws of Jersey and has not traded since incorporation, nor has it entered into any obligations, other than in connection with the Offer (including the financing of the Offer).

Lone Star Funds and Lone Star Real Estate Fund IV

Lone Star Funds (Lone Star) is a leading private equity firm that invests globally in real estate, equity, credit and other financial assets. Lone Star has considerable experience of investing in, and acquiring, urban residential developments both in Europe and the United States. Lone Star was established in 1995, and has since organised fifteen private equity funds (the LS Funds) with aggregate capital commitments totalling approximately $60 billion. The LS Funds are structured as closed-end, private-equity limited partnerships, the limited partners of which include corporate and public pension funds, sovereign wealth funds, university endowments, foundations, funds of funds and high net worth individuals. 

Lone Star Real Estate Fund IV is the current commercial real estate fund sponsored by the principals of Lone Star. Lone Star Real Estate Fund IV held their first and final closings in April 2015 and raised approximately $5.8 billion in combined capital commitments.

8.           Information on Quintain

Quintain is a UK-based real estate development and investment company focused on the Greater London area. Quintain was established in 1992 and listed on the London Stock Exchange in 1996.

For the twelve months ending 31 March 2015, Quintain had a turnover of £57.7 million, reported net rental income of £21.6 million, profit after tax of £37.9 million and adjusted profit of £6.2 million. Assets at Wembley Park comprise 80 per cent. of Quintain's portfolio.

The Quintain Group operates through three synergistic businesses: residential sales, residential investment and commercial investment.

Residential sales are created from the landholding at Wembley Park and target the Mid-Mainstream tier of the London housing market, which is severely undersupplied with an estimated shortfall of 3,500 homes per annum. Over 500 homes were completed between 2008 and 2010 and, in total, Quintain holds current planning consents to complete a further c.5,000 homes at Wembley Park. The planning-related work on the South West Lands and Eastern half of the site seeks to enhance these consents in both quality and quantity, producing more homes more quickly into an undersupplied housing market.

The residential investment business (PMR) is being seeded with 261 homes across two developments that are currently under construction at Wembley Park. The first 141 homes will open next spring. Quintain has seven years of experience letting and managing 150 homes at Wembley Park for other landlords and believes this new residential business, which will create rental homes at a price point that attracts strong demand, has the potential to accelerate delivery at Wembley Park, provide substantial and growing income for the Group and enable Quintain to benefit from the increasing attractiveness of the neighbourhood it is creating at Wembley Park.

The London commercial investment business provides income balance to the Quintain Group. It comprises a portfolio with property interests in ten London Boroughs, producing £13.5 million income (2014: £4.4 million). Assets, including London Designer Outlet, which are located at Wembley Park generated £9.3 million of rental income in the twelve months to 31 March 2015 (2014: £4.3 million). Beyond these, Quintain holds a £12.0 million interest in the WELPUT Fund, which operates across Central London and to which the Company's team also provides asset management and development services. The remaining commercial investment assets comprise assets in central and Greater London, including Aldermary House in EC4, Kingsbourne House, WC1, and a 50 per cent. interest in 12.5 acres of land adjacent to the Royal Docks development area in East London.

9.           Directors, management, and employees

Bidco attaches great importance to the skills and experience of the existing management and employees of Quintain.

Bidco has given assurances to the Quintain Directors that the existing employment rights, including pension rights, of all Quintain employees will be fully safeguarded following the Offer becoming unconditional in all respects.

The non-executive directors of Quintain intend to resign as directors of Quintain on the Offer becoming unconditional in all respects.

William Rucker, Chairman of Quintain, is also Chief Executive of Lazard which is acting as joint financial adviser to Quintain in relation to the Offer. As referred to above, J.P. Morgan Cazenove is providing independent financial advice to the Quintain Directors for the purposes of Rule 3 of the Code.

10.        Current trading

Current trading for Quintain continues in line with statements made in its preliminary results announcement on 22 May 2015.

11.        Financing

11.1       The cash consideration payable under the Offer is being financed by a combination of equity to be invested indirectly by Lone Star Real Estate Fund IV (the Equity Financing) and debt to be provided under a £425,000,000 term facilities agreement for Bidco (the Credit Agreement) with Wells Fargo Bank N.A., London Branch as arrangers, lender, agent and security agent (the Debt Financing). Approximately £204,000,000 of the Debt Financing will be used to refinance certain existing indebtedness of Quintain after the Offer has become Effective.

11.2       Under the Credit Agreement, Bidco has agreed, among other things, save with the prior consent of the Agent (as defined in the Credit Agreement):

(a)          not to waive or amend or declare or treat as satisfied (in whole or in part) any condition of the Offer where such waiver, amendment, declaration or treatment would materially and adversely affect the interests of the Lenders (as defined in the Credit Agreement) unless such action is required by the Code, the Panel, the court or any other applicable law, regulation or regulatory authority; and

(b)          not to declare the Offer unconditional as to acceptances until Bidco has acquired or unconditionally contracted to acquire not less than 90 per cent. in value of each class of the shares including options and equivalent (or similar) to which the Offer relates and, where the shares are voting shares, not less than 90 per cent. of the voting rights carried by those shares.

11.3       Morgan Stanley, as financial adviser to Bidco, is satisfied that resources are available to Bidco sufficient to satisfy, in full, the cash consideration payable to Quintain Shareholders under the terms of the Offer.

12.        Structure of the Offer

12.1       Terms and conditions

Appendix 1 to this announcement sets out the Conditions and further terms to which the Offer will be subject, including details of requisite regulatory approvals. The full terms and conditions of the Offer will be set out in the Offer Document.

12.2       Takeover offer

It is intended that the Offer will be implemented by means of a takeover offer under Part 28 of the UK Companies Act. However, Bidco reserves the right, subject to the consent of the Panel, to effect the Proposed Transaction by way of a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act.

12.3       Publication of Offer Document

It is expected that the Offer Document will be posted to Quintain Shareholders as soon as practicable. 

12.4       Compulsory acquisitions, delisting and cancellation of trading

If Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires, not less than 90 per cent. of the Quintain Shares to which the Offer relates by nominal value and voting rights attaching to such shares, Bidco intends to exercise its rights pursuant to section 979 of the UK Companies Act to acquire compulsorily the remaining Quintain Shares.

After the Offer becomes or is declared unconditional in all respects and if Bidco has by virtue of its shareholdings and acceptances of the Offer acquired, or agreed to acquire, Quintain Shares representing at least 75 per cent. of the voting rights of Quintain, Bidco intends to procure the making of an application by Quintain for cancellation, respectively, of the trading in Quintain Shares on the London Stock Exchange's main market for listed securities and of the listing of Quintain Shares on the premium listing segment of the Official List. A notice period of not less than 20 Business Days before the cancellation will commence on the date on which the Offer becomes or is declared unconditional in all respects provided Bidco has attained 75 per cent. or more of the voting rights as described above or otherwise as soon as Bidco attains 75 per cent. or more of the voting rights of Quintain as described above. Delisting would significantly reduce the liquidity and marketability of any Quintain Shares not assented to the Offer.

13.        Disclosure of interests in Quintain Shares

As at the close of business on 28 July 2015, being the latest practicable date before this announcement, save for the irrevocable undertakings referred to in paragraph 6 above, and as disclosed in this paragraph 13, neither Bidco nor any of the Bidco Directors nor, so far as the Bidco Directors are aware, any party acting in concert with Bidco:

(a)         had any interest in, or right to subscribe for, any Quintain Shares; or

(b)         had any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, in Quintain Shares, nor any arrangement in relation to Quintain Shares.

For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery and borrowing and lending of Quintain Shares. An "arrangement" also includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Quintain Shares which may be an inducement to deal or refrain from dealing in such securities.

In the interests of maintaining confidentiality before this announcement, Bidco has not yet completed its enquiries in respect of the matters referred to in this paragraph of certain parties deemed to be acting in concert with Bidco for the purposes of the Offer. Enquiries of such parties will be completed as soon as practicable following the date of this announcement, and in accordance with Note 2(a)(i) to Rule 8 of the Code, further disclosures, if any, required in respect of such parties will be made as soon as possible and in any event by no later than 12 noon (London time) on the day falling 10 Business Days after the date of this announcement. 

 

Quintain confirms that it will today make an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.2(a) of the Code.

14.        Confidentiality Agreements

LSREF IV Investments, LLC (LF LLC) (an affiliate of Lone Star Real Estate Fund IV) and members of the Quintain Group entered into a confidentiality agreement dated 1 July 2015 and two further confidentiality agreements dated 10 July 2015 (but signed by LF LLC on 14 July 2015) (together, the Confidentiality Agreements) pursuant to which LF LLC has undertaken to keep confidential information relating to the Quintain Group and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation.

15.        Quintain Share Plans

The Offer will extend to any Quintain Shares unconditionally allotted or issued pursuant to the exercise of options or vesting of awards under the Quintain Share Plans while the Offer remains open for acceptance. Appropriate proposals will be made in due course to participants in the Quintain Share Plans.

16.          Quintain Unsecured Loan Notes

Holders of Quintain Unsecured Loan Notes will be contacted regarding the effect of the Offer on their rights in respect of the Quintain Unsecured Loan Notes held by them. Appropriate proposals will be made in due course to such noteholders.

17.          Documents available on websites

Copies of the following documents will published by no later than 12 noon (London time) on the Business Day following this announcement on Bidco's website at www.baileyacquisitionslimited.com and on Quintain's website at www.quintain.co.uk and will be made available there until the end of the Offer Period:

·              a copy of this announcement;

·              the irrevocable undertakings in paragraph 6 and set out in Appendix 3 to this announcement;

·              the documents relating to the financing of the Offer referred to in paragraph 11 above; and

·              the Confidentiality Agreements.

The contents of Bidco's website and Quintain's website are not incorporated into and do not form part of this announcement.

18.        General

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Your attention is drawn to the further information contained in the Appendices which form part of, and should be read in conjunction with, this announcement.

The Offer will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix 2 contains the bases and sources of certain information used in this summary and this announcement. Appendix 3 contains details of the irrevocable undertakings received in relation to the Offer that are referred to in this announcement.  Appendix 4 contains definitions of certain terms used in this announcement.

Enquiries:


Bailey Acquisitions Limited


Angus Dodd/James Riddell

+44 (0)20 7616 6800



Morgan Stanley (Financial Adviser to Bidco)


Nick White/Ian Hart/Gwen Billon

+44 (0)20 7425 8000



Headland (Bidco's PR Adviser)


Francesca Tuckett/Howard Lee

+44 (0)20 7367 5222



Quintain Estates and Development PLC


Maxwell James/Simon Carter

+44 (0)20 3219 2200



 

J.P. Morgan Cazenove (Quintain's Financial Adviser and Corporate Broker)


Bronson Albery/Paul Hewlett/Tara Morrison

+44 (0)20 7742 4000



Lazard (Quintain's Financial Adviser)


Patrick Long/Max von Hurter/Philippe Noël

+44 (0)20 7187 2000



 

Barclays (Quintain's Corporate Broker)


Brendan Jarvis/Tom Boardman/Derek Shakespeare 

+44 (0)20 7623 2323



Finsbury (Quintain's PR Adviser)


Jenny Davey/James Thompson

+44 (0)20 7251 3801

Important notices relating to financial advisers and brokers

 

Barclays, acting through its Investment Bank, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Quintain and no one else in connection with the Offer and will not be responsible to anyone other than Quintain for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to herein.

Further information

Overseas jurisdictions

Notes to US holders of Quintain Shares

The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the US Exchange Act), and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

Forward-looking statements

This announcement contains statements that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Quintain's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Bidco's or Quintain's business.

These forward looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of Bidco or Quintain. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to Bidco or Quintain or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Bidco and Quintain disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

No profit forecast

 

No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those of the preceding financial periods for Quintain.

Disclosure requirements of the Code

Rule 2.10 disclosure

Information relating to Quintain Shareholders

Publication on website

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Bidco's website at www.baileyacquisitionslimited.com and on Quintain's website at www.quintain.co.uk by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt the contents of those websites are not incorporated, and do not form part of, this announcement.

Rounding

Appendix 1

Conditions and further terms of the OFFER

Part 1

Conditions of the offer

The Offer will be made on the terms and conditions set out in this Appendix and in the Offer Document and the Form of Acceptance.

1.           Conditions to the Offer

The Offer will be subject to the following conditions:

Acceptance condition

(a)         valid acceptances being received (and not, where permitted, withdrawn) by no later than 1 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Bidco may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Bidco may decide) in nominal value of the Quintain Shares and together representing not less than 90 per cent. (or such lower percentage as Bidco may decide) of the voting rights carried by the Quintain Shares, provided that this condition will not be satisfied unless Bidco and/or any of its wholly-owned subsidiaries shall have acquired, or agreed to acquire, pursuant to the Offer or otherwise, Quintain Shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Quintain, including for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any Quintain Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise and for the purposes of this condition:

(i)          shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights they will carry on issue; and

(ii)         valid acceptances shall be deemed to have been received in respect of Quintain Shares which are treated for the purposes of Part 28 of the UK Companies Act as having been acquired or contracted to be acquired by Bidco by virtue of acceptances of the Offer;

Merger control clearance

(b)          to the extent that, in the reasonable opinion of Bidco, any merger control consents or approvals are required or desirable prior to the completion of the Proposed Transaction according to the law of any relevant jurisdiction, all relevant notifications or filings having been made, all appropriate waiting periods (including any extensions thereof) having expired, lapsed or been terminated and all such clearances or approvals having been granted (or being deemed to have been granted in accordance with the relevant law) provided that each such clearance or approval is on terms reasonably satisfactory to Bidco;

Other third party clearances

(c)          other than in relation to the competition law approvals referred to in paragraph (b) above, no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body or association, institution or agency (including any trade agency) or any court or other body (including any professional or environmental body) or person in any jurisdiction (each a Relevant Authority) having decided to take, institute or threaten any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed and there not continuing to be outstanding any statute, regulation, order or decision that would or might reasonably be expected to (in any case which is material in the context of the Offer):

(i)           make the acquisition or the proposed acquisition of Quintain Shares, or control or management of Quintain by Bidco void, unenforceable or illegal in any jurisdiction or directly or indirectly prohibit or otherwise restrict, delay or interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge or require amendment to the terms of, the Proposed Transaction or the proposed acquisition of any Quintain Shares, or control or management of Quintain by Bidco;

(ii)          require, prevent or delay the divestiture (or alter the terms of any proposed divestiture) by Bidco or Quintain of all or any part of their respective businesses, assets or properties or impose any limitation on their ability to conduct all or any part of their respective businesses and to own, control or manage any of their respective assets or properties;

(iii)         impose any limitation on, or result in any delay in, the ability of Bidco to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, Quintain or on the ability of Quintain to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any other member of the Quintain Group;

(iv)         require Bidco or any member of the Quintain Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Quintain Group owned by a third party (other than in the implementation of the Offer) where such acquisition would be material in the context of the Quintain Group taken as a whole;

(v)          require the divestiture by Bidco of any shares, securities or other interests in Quintain;

(vi)         impose any limitation on, or result in any delay in, the ability of Bidco or Quintain to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of Bidco and/or Quintain;

(vii)        result in Bidco or Quintain ceasing to be able to carry on business under any name under which it presently does so; or

(viii)       otherwise adversely affect the business, assets, financial or trading position or profits or prospects of Bidco or Quintain,

and all applicable waiting and other time periods (including extensions thereof) during which any such Relevant Authority could decide to take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

(d)          other than in relation to the competition law and regulatory approvals referred to in paragraphs (b) and (c) above, all material filings, applications and/or notifications which are necessary or reasonably considered appropriate by Bidco having been made and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction having been complied with in each case in respect of the Proposed Transaction and the Offer;

(e)          other than in relation to the competition law and regulatory approvals referred to in paragraphs (b) and (c) above, all material authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals which are necessary or reasonably considered appropriate by Bidco in any jurisdiction for or in respect of the Proposed Transaction and the Offer, or control of Quintain, by Bidco being obtained on terms and in a form reasonably satisfactory to Bidco from appropriate Relevant Authorities, or from any persons or bodies with whom Bidco or any member of the Quintain Group has entered into material contractual arrangements or other material business relationships, and such material authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals, together with all material authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals necessary or reasonably considered appropriate for the members of Quintain Group to carry on their respective businesses, remaining in full force and effect and no intimation of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been made and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

Confirmation of absence of adverse circumstances

(f)          except as Disclosed, there being no provision of any agreement, arrangement, licence or other instrument to which any member of the Quintain Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a result of the implementation of the Proposed Transaction or the acquisition by Bidco of any Quintain Shares, or change in the control or management of Quintain or otherwise, would or might reasonably be expected to result in:

(i)          any monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to, any member of the Quintain Group becoming repayable, or capable of being declared repayable, immediately or earlier than the stated repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

(ii)         the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Quintain Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

(iii)        any assets or interest of any member of the Quintain Group being or falling to be disposed of or ceasing to be available to the Quintain Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to the Quintain Group;

(iv)        the interest or business of any member of the Quintain Group in or with any other person, firm or company (or any agreements or arrangements relating to such interest or business) being terminated or adversely modified or affected;

(v)         any member of the Quintain Group ceasing to be able to carry on business under any name under which it presently does so;

(vi)        the value of Quintain or its financial or trading position or prospects being prejudiced or adversely affected;

(vii)       any such agreement, arrangement, licence or other instrument being terminated or adversely modified or any onerous obligation arising or any adverse action being taken or arising thereunder;

(viii)      the creation of any material liabilities (actual or contingent) by any member of the Quintain Group; or

(ix)         any requirement on any such member to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent);

in each case which is material in the context of the Quintain Group taken as a whole and no event having occurred which, under any provision of any agreement, arrangement, licence or other instrument to which any member of the Quintain Group is a party or by or to which any such member or any of its assets may be bound or be subject, might reasonably be expected to result in any events or circumstances as are referred to in this paragraph and are material in the context of the Quintain Group taken as a whole;

No material transactions, claims or changes in the conduct of the business of Quintain:

(g)           except as Disclosed, no member of the Quintain Group has since 31 March 2015:

(i)          issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities or transferred or sold (or agreed to transfer or sell) any shares out of treasury (except, where relevant, as between Quintain and its wholly owned subsidiaries or between its wholly owned subsidiaries or, to the extent involving other subsidiary undertakings, as are not material in the context of the Quintain Group taken as a whole and except in connection with the ongoing operation of the Quintain Share Plans (in accordance with their respective terms);

(ii)         recommended, declared, paid or made or resolved to recommend, declare, pay or make any bonus, dividend or other distribution, whether payable in cash or otherwise, other than between wholly owned subsidiaries of Quintain or to Quintain or to the extent involving other subsidiary undertakings, as are not material in the context of the Quintain Group taken as a whole;

(iii)        other than pursuant to the Offer, implemented or authorised any merger or demerger or (except for transactions between Quintain and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any asset or any right, title or interest in any asset which in each case is material in the context of the Quintain Group taken as a whole;

(iv)        entered into, or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of businesses or corporate entities which is material in the context of the Quintain Group taken as a whole;

(v)         other than pursuant to the Offer, implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement with a substantially equivalent effect;

(vi)        purchased, redeemed or repaid any of its own shares or other securities or reduced in its share capital unless such shares or securities are in a wholly owned subsidiary of Quintain;

(vii)       (except for transactions between Quintain and its wholly owned subsidiaries or between its wholly owned subsidiaries) made or authorised any change in its loan capital or issued or authorised the issue of any debentures or, other than in the ordinary course of business, incurred or increased any indebtedness or contingent liability to an extent which is material in the context of the Quintain Group taken as a whole;

                                                                                                                                

(viii)      entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure, real estate or otherwise) which is material in the context of the Quintain Group taken as a whole and outside the ordinary course of business and which is of a long term, onerous or unusual nature or magnitude or which involves, or might reasonably be expected to involve, an obligation of a nature or magnitude which is materially restrictive on the business of the Quintain Group taken as whole;

(ix)         been unable or deemed unable, or admitted in writing that it is unable, to pay its debts as they fall due 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;

(x)          commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its material indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors in relation to the same whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise;

(xi)         (other than in respect of a member of the Quintain Group which is dormant and solvent at the relevant time or in respect of any other member of the Quintain Group which is not material in the context of the Quintain Group taken as a whole) taken any corporate action or had any legal proceedings started, served or threatened against it or any documents filed or faxed in court for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues or had notice given of the intention to appoint any of the foregoing to it;

(xii)        except in the ordinary course of business, waived, compromised, settled, abandoned or admitted any material dispute, claim or counter-claim and whether by or against any member of the Quintain Group;

(xiii)       made any material alteration to its constitutional documents;

(xiv)      entered into, or varied the terms of, or terminated or given notice of termination of, any service agreement or arrangement with any executive director or senior executive of Quintain or the letter of appointment of any non-executive director of Quintain;

(xv)       proposed, agreed to provide, or agreed to modify the terms of, any share option scheme, incentive scheme or other material benefit relating to the employment or termination of employment of any person employed by any member of the Quintain Group, other than in accordance with the terms of the Offer;

(xvi)       made or consented to any material change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, any change to the trustees, other than in accordance with applicable law; or

(xvii)      entered into any contract, commitment or binding arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced any intention to effect, any of the transactions, matters or events referred to in this paragraph (g);

(h)           except as Disclosed, since 31 March 2015:

(i)           no adverse change having occurred, and no circumstances having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects of the Quintain Group which is material in the context of the Quintain Group taken as a whole; and

(ii)          no litigation, arbitration proceedings, prosecution or other legal proceedings in any jurisdiction having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Quintain Group or to which Quintain or any such member is a party (whether as claimant or defendant or otherwise) and no investigation by any Relevant Authority or other investigative body against or in respect of any member of the Quintain Group having been threatened, announced, instituted or remaining outstanding by, against or in respect of Quintain or any such member which in any such case might reasonably be expected to materially and adversely affect the Quintain Group taken as a whole;

(i)           save as Disclosed, no contingent or other liability having arisen outside the ordinary course of business which would or might reasonably be expected to adversely affect the Quintain Group taken as whole; and

(j)            save as Disclosed, Bidco not having discovered that:

(i)           any financial, business or other information concerning Quintain publicly disclosed prior to the date of the Announcement at any time by Quintain is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading the effect of which is, in each case, material in the context of the Quintain Group taken as a whole; or

(ii)          there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, re-instate or clean up any property now or previously owned, occupied, operated or made use of or controlled by Quintain under any environmental legislation, regulation, notice, circular or order of any Relevant Authority in any jurisdiction material in the context of the Quintain Group taken as a whole, the effect of which is, in each case, material in the context of the Quintain Group taken as a whole.

Part 2

Certain further terms of the Offer

1.           Bidco reserves the right (subject to the requirements of the Code and the Panel) to waive all or any of the Conditions in Part 1 other than the acceptance condition in paragraph (a) in whole or in part, at its absolute discretion. 

2.           Bidco shall be under no obligation to waive or treat as fulfilled any of the Conditions in Part 1, by a date earlier than the latest date specified below for the fulfilment of them notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3.           The Offer will lapse (and the Proposed Transaction will not proceed) unless all Conditions of the Proposed Transaction are fulfilled or (if capable of waiver) waived or, where appropriate, determined by Bidco to have been or remain satisfied, by midnight (London time) on the date which is 21 days after the later of the first closing date and the date on which the Offer becomes or is declared unconditional as to acceptances (or such later date (if any) as Bidco and Quintain may, with the consent of the Panel, agree).

4.           If Bidco is required by the Panel to make an offer for any Quintain Shares under a mandatory offer for Quintain Shares under Rule 9 of the Code, Bidco may make such alterations to the above Conditions as are necessary to comply with the applicable rule or law.

5.           The Quintain Shares will be acquired by Bidco fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights attaching to them as at the date of this announcement or subsequently attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement. Accordingly, insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by Quintain in respect of a Quintain Share on or after the date of this announcement, Bidco reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the price payable under the Proposed Transaction in respect of a Quintain Share, except insofar as the Quintain Share is or will be transferred pursuant to the Proposed Transaction on a basis which entitles Bidco alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the consideration under the Offer is paid in respect of that Quintain Share, will be obliged to account to Bidco for the amount of such dividend and/or distribution and/or return of capital.

6.           Bidco reserves the right, subject to the prior consent of the Panel, to implement the Proposed Transaction by way of a Scheme of Arrangement. In such event, the Proposed Transaction will be implemented on the same terms, so far as applicable, as those which would apply to the Offer, subject to appropriate amendments to reflect the change in method of effecting the Proposed Transaction.

7.           Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

8.           Under Rule 13.5 of the Code, Bidco may not invoke a Condition so as to cause the Proposed Transaction not to proceed, to lapse, or any offer to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Proposed Transaction. The Condition in paragraph 1(a) of Appendix 1 Part 1 is not subject to this provision of the Code.

9.           The Offer will be governed by the laws of England and Wales and be subject to the jurisdiction of the courts of England and Wales and to the conditions and further terms set out in this announcement and in the Offer Document. The Proposed Transaction will be subject to the applicable requirements of the UK Listing Authority, the CMA, FSMA, the London Stock Exchange and the Code.

10.         The ability to effect the Proposed Transaction in respect of persons resident in certain jurisdictions may be affected by the laws of those jurisdictions. Before taking any action in relation to the Offer, holders of Quintain Shares should inform themselves about and observe any applicable requirements.

11.           Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation:

(a)          the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national state or other securities exchange of any Restricted Jurisdiction and no person may accept the Offer using any such use, means, instrumentality or facility or from within any Restricted Jurisdiction; and

(b)          this announcement should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.

Appendix 2

GENERAL Sources 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:

(a)          The financial information relating to Quintain is extracted (without adjustment) from the audited consolidated financial statements of Quintain for the relevant years prepared in accordance with IFRS.

(b)          The value attributed to Quintain's entire issued and to be issued share capital as implied by the offer price stated in paragraph 2 of this announcement is based on 526,158,193 Quintain Shares in issue as at close of business on 28 July 2015 plus a maximum of 8,205,118 Quintain shares which will be the result of the vesting of options/awards and an Offer price of 131 pence per Quintain Share.

(c)          All prices and closing prices for Quintain Shares are closing middle market prices derived from the London Stock Exchange Daily Official List.

(d)          The volume weighted average closing prices are derived from Capital IQ data.

(e)          The International Securities Identification Number for the Quintain Shares is GB0007184442.

Appendix 3

DETAILS OF Irrevocable Undertakings

The following Quintain Directors have given irrevocable undertakings to accept or procure the acceptance of the Offer in relation to the following Quintain Shares:

 

 

Name

Total number of Quintain Shares in issue, as at the date of this announcement, in respect of which the undertaking has been given

Percentage of issued ordinary share capital of Quintain

William Rucker

478,724

0.1%

Maxwell James

38,897

0.0%

Nigel Kempner

1,014,272

0.2%

Rosaleen Kerslake

12,720

0.0%

Peter Dixon

20,000

0.0%

Simon Carter

0

0.0%

Total

1,564,613

0.3%

The irrevocable undertakings also extend to any Quintain Shares which are acquired by the relevant Quintain Director subsequently (including any Quintain Shares acquired under the Quintain Share Plans or the Quintain Unsecured Loan Notes). In addition, the irrevocable undertaking of Simon Carter extends to any Quintain Shares acquired under the terms of the Buy Out Agreement.

The obligations under the irrevocable undertakings will lapse immediately if: (a) the Offer Document has not been posted within 28 days after this announcement (or within such longer period as Bidco, with the consent of the Panel, determines); or (b) the Offer lapses or is withdrawn.

Appendix 4

Definitions

The following definitions apply throughout this announcement, unless the context otherwise requires:

 

Barclays

Barclays Bank PLC, acting through its Investment Bank

Bidco

Bailey Acquisitions Limited, a company incorporated under the laws of Jersey with registered number 119100, whose registered office is 44 Esplanade, St Helier, Jersey, JE4 9WG

Bidco Directors

the directors of Bidco, as at the date of this announcement

Business Day

a day on which banks are generally open for business in London (excluding Saturdays, Sundays and public holidays)

Buy Out Agreement

the buy-out agreement dated 20 January 2015 between Simon Carter and Quintain Services Limited

Closing Price

the middle market price of a Quintain Share at the close of business on the day to which such price relates, as derived from the Daily Official List of the London Stock Exchange for that day or from Bloomberg in the case of the average Closing Price for the relevant period

CMA

the UK Competition and Markets Authority

Code

the City Code on Takeovers and Mergers

Conditions

the conditions to the Offer as set out in Part 1 of Appendix 1

Court

the Companies Court (being part of the Chancery Division of the High Court)

Dealing Disclosure

has the meaning set out in Rule 8 of the Code

Disclosed

the information which has been fairly disclosed:

(a)          by Quintain in its published annual report and accounts for the period ended 31 March 2015;

(b)          in any public announcement made by Quintain in accordance with the Listing Rules or the Disclosure and Transparency Rules on or before 5pm on the Business Day before the date of this announcement;

(c)          in writing (including electronically, by email or the datasite relating to the Proposed Transaction) to a director of Bidco a managing director or senior managing director of Lone Star Europe Acquisitions LLP (an advisor to Lone Star Real Estate Fund IV) and the professional advisers engaged by Bidco in connection with the Proposed Transaction on or before 5pm on the Business Day before the date of this announcement; or

(d)          in this announcement

Disclosure and Transparency Rules

the Disclosure Rules and Transparency Rules of the FCA in its capacity as the UK Listing Authority under FSMA and contained in the UK Listing Authority's publication of the same name

Effective

(a)          if the Proposed Transaction is implemented by way of an Offer, the date on which the Offer has been declared or become unconditional in all respects in accordance with the Code; or

(b)          if the Proposed Transaction is implemented by way of a Scheme of Arrangement, the date on which the order of the Court sanctioning the scheme under Part 26 of the UK Companies Act becomes effective in accordance with its terms

EPRA NAV

net asset value as determined by the methodology set out by the European Public Real Estate Association

FCA

the Financial Conduct Authority

Form of Acceptance

the form of acceptance for use by Quintain Shareholders in connection with the Offer

FSMA

Financial Services and Markets Act 2000

IFRS

international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards Board and adopted by the European Union

Jersey

the Bailiwick of Jersey

J.P. Morgan Cazenove

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove

Lone Star Real Estate Fund IV

means Lone Star Real Estate Fund IV (U.S.), L.P. and Lone Star Real Estate Fund IV (Bermuda), L.P.

Lazard

Lazard & Co., Limited

Listing Rules

the Listing Rules of the FCA acting in its capacity as the UK Listing Authority under FSMA and contained in the UK Listing Authority's publication of the same name

London Stock Exchange

London Stock Exchange plc

Lone Star

Lone Star Funds

Morgan Stanley

Morgan Stanley & Co. International plc

Offer

the recommended cash offer being made by Bidco to acquire the entire issued and to be issued share capital of Quintain to be effected by means of takeover offer as defined in Chapter 3 of Part 28 of the UK Companies Act (including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer and including any election available in connection with it)

Offer Document

the document to be sent to Quintain Shareholders containing the terms and conditions of the Offer

Offer Period

the offer period (as defined in the Code) relating to Quintain, which commenced on 29 July 2015

Official List

the Official List of the FCA acting in its capacity as the UK Listing Authority

Opening Position Disclosure

has the meaning as set out in Rule 8 of the Code

Panel

the UK Panel on Takeovers and Mergers

Proposed Transaction

the acquisition of the entire issued and to be issued share capital of Quintain by Bidco to be implemented by means of the Offer, or if Bidco so elects and the Panel consents, a Scheme of Arrangement

Quintain

Quintain Estates and Development PLC, a company incorporated under the laws of England and Wales with registered number 02694983 and registered address 43-45 Portman Square, London, W1H 6LY

Quintain Directors

the directors of Quintain as at the date of this announcement

Quintain Group

Quintain and its subsidiary undertakings and associated undertakings

Quintain Shareholders

holders of Quintain Shares

Quintain Shares

ordinary shares of twenty five pence each in the capital of Quintain

Quintain Share Plans

the share schemes operated by the Quintain Group, being the Quintain Long Term Incentive Plan 2011, the Quintain Incentive Plan 2013 and the Quintain 2014 Share Incentive Plan, and the Buy Out Agreement

Quintain Unsecured Loan Notes

the unsecured loan notes issued by Quintain in February 2012 to certain sellers of Grafton Advisors (2006) LLP

Relevant Authority

has the meaning given to it in Appendix 1, Part 1, paragraph (c)

Restricted Jurisdiction

any jurisdiction where local laws or regulations may result in significant risk of civil, regulatory or criminal exposure if information concerning the Proposed Transaction is sent or made available to Quintain Shareholders in that jurisdiction (in accordance with Rule 30.2 of the Code)

Scheme of Arrangement

a scheme of arrangement under Part 26 of the UK Companies Act which may be proposed by Quintain to Quintain Shareholders in connection with the Proposed Transaction, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Bidco and Quintain

UK or United Kingdom

the United Kingdom of Great Britain and Northern Ireland

UK Companies Act

Companies Act 2006

US or United States

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

US Exchange Act

US Securities Exchange Act of 1934

US Securities Act

US Securities Act of 1933

£, p, pence, Sterling or GBP

the lawful currency of the United Kingdom from time to time

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given by the UK Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement. 

All references to time in this announcement are to London, UK, time unless otherwise stated.

 

 


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