LATE RNS10 May 2023 18:31
Update regarding possible offer for Home REIT PLC ("Home") by Bluestar Group Limited ("Bluestar")
Since Home's 16 February 2023 announcement, Bluestar has invested significant time and resources in arranging financing, carrying out outside-in due diligence and continuing to engage or attempt to engage with Home on the possible offer. To support this, Home provided Bluestar with limited diligence information in February 2023, but, despite repeated attempts by Bluestar, has provided nothing in the subsequent months. We have also not been provided access to the board of Home (the "Board"). On 14 April 2023 Bluestar submitted a proposal to the Board for the entire issued and to be issued share capital of Home for 40 pence per share in cash (the "Possible Offer"). Any announcement by Bluestar of a firm intention to make an offer pursuant to Rule 2.7 remains subject to the satisfaction or waiver (by Bluestar) of a limited number of customary pre-conditions, including financing, which is at an advanced stage with its anticipated financing providers, and due diligence, which awaits appropriate engagement from Home.
The Possible Offer represents a premium to Home's share price as at suspension of its ordinary shares prior to market open on 3 January 2023 despite a heavily negative news flow and a serious deterioration in Home's rent collections and broader operational performance. Bluestar considers that the Possible Offer provides a route to upfront liquidity, at a valuation level that Bluestar does not anticipate Home achieving in the public markets in the medium term and with significantly reduced execution risk relative to other strategic options that may be available to the Board to deliver value to the shareholders of Home.
Bluestar remains highly motivated and enthusiastic about the Possible Offer but has been frustrated by the lack of engagement from the Board, which has been particularly pronounced in the last three weeks. Home has declined repeatedly to provide a formal response to the Possible Offer but Home's financial adviser, Smith Square Partners ("SSP"), has provided guidance that Bluestar should wait patiently until the Board is able to assess the Possible Offer and provide Bluestar with the requested due diligence information. SSP was also clear that it expected the Board to view favourably any requests by Bluestar to extend the current and future PUSU deadlines. In recent weeks, Bluestar has repeatedly attempted to meet with Home's Chairperson and SSP in order to explore ways in which it might receive information and access in order to progress its due diligence. Bluestar has been disappointed to receive no meaningful engagement with the only meeting that Bluestar was able to schedule between Lynne Fennah, the Home Chairperson, SSP, Bluestar and Numis being cancelled by SSP on behalf of Home at short notice.
On 5 May 2023, Bluestar made a formal request to Home for an extension to the PUSU deadline of 5.00 p.m. on 11 May 202