15 Nov 2017 07:00
Landscape Acquisition Holdings Limited ("Landscape" or the "Company")
15 November 2017
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE IN BREACH OF APPLICABLE LAWS
This announcement is an advertisement and not a prospectus and does not constitute an offer for sale, or a solicitation of an offer to acquire, securities to any person in any jurisdiction including in or into the United States, Canada, Australia, or Japan. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information to be included in the prospectus (the "Prospectus") to be published by the Company in due course in connection with the admission of its ordinary shares (the "Ordinary Shares") and warrants (the "Warrants") to the Official List of the Financial Conduct Authority (the "FCA") (by way of a standard listing under Chapters 14 and 20, respectively of the listing rules published by the UK Listing Authority under section 73A of FSMA as amended from time to time (the "Listing Rules")) and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities (the "Admission"). Copies of the Prospectus will, following publication, be available from the office of the Company's Administrator: International Administration Group (Guernsey) Limited, Regency Court, Glategny Esplanade, St. Peter Port, Guernsey GY1 1WW and at http://www.morningstar.co.uk/uk/NSM. The Prospectus will, following publication, also be available from the Company's registered office at Ritter House, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, and at Greenberg Traurig, LLP, The Shard, Level 8, 32 London Bridge Street, London SE1 9SG during usual business hours on any day (except Saturdays, Sundays and public holidays).
Initial Public Offering ("IPO") of Landscape Acquisition Holdings Limited
Landscape Acquisition Holdings Limited ("Landscape" or the "Company"), a British Virgin Islands company founded by entities affiliated with Noam Gottesman and Michael Fascitelli (the "Founders") is pleased to announce the results of its successful IPO by way of a placing of Ordinary Shares with Warrants being issued to subscribers of Ordinary Shares in the IPO on the basis of one Warrant per Ordinary Share (the "Matching Warrants") (the "Placing").
Landscape has raised gross proceeds of $500 million, consisting of $484 million through the Placing at a placing price of $10.00 per Ordinary Share (including a subscription of $24 million by entities associated with the Founders) and a further $16 million through the subscription of Founder Preferred Shares (with Warrants being issued to subscribers of Founder Preferred Shares on the basis of one Warrant per Founder Preferred Share) by the Founders through TOMS Acquisition II LLC and Imperial Landscape Sponsor LLC (the "Founder Entities"), subject to Admission. Each Warrant entitles the holder to one third of an Ordinary Share and Warrants will be exercisable in multiples of three Warrants at $11.50 per Ordinary Share. This Offering will enable the Company to pursue its objective of acquiring a target company or business (the "Acquisition").
There is no specific expected target value for the Acquisition and the Company expects that any funds not used for the Acquisition will be used for future acquisitions, internal or external growth and expansion, purchase of outstanding debt and working capital in relation to the acquired company or business. The Company's efforts in identifying a prospective target business will not be limited to a particular industry or geographic region. However, given the experience of the Founders, the Company expects to focus on acquiring an operating company or business with a real estate component (such as a business within the hospitality, lodging, gaming, real estate or property services, or asset management industries) with either all or a substantial proportion of its activities in North America or Europe.
Conditional dealings are expected to commence at 8.00 a.m. today under the ticker symbol "LAHL" in respect of the Ordinary Shares. It is expected that admission to a Standard Listing on the Official List of the FCA will become effective and unconditional dealings in the Ordinary Shares and the Warrants (under the ticker symbol "LAHW" in respect of the Warrants), on the London Stock Exchange's main market for listed securities will commence at 8.00 a.m. on 20 November 2017.
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), Goldman Sachs International ("Goldman Sachs") and Morgan Stanley & Co. International plc ("Morgan Stanley") are acting as Joint Global Co-ordinators and Joint Bookrunners.
For further information please contact:
Credit Suisse: +44 (0) 20 7888 8888
David Hermer
Niron Stabinsky
Jon Grussing
Omri Lumbroso
Goldman Sachs +44 (0) 20 7774 1000
Jennie Holloway
Ian Taylor
Morgan Stanley +44 (0) 20 7425 8000
Edward Molloy
Jon Sierant
Russ Lindberg
Media Inquiries +44 (0) 7545 758 396, +1 212 230 5930
Gladstone Place Partners
Ross Lovern/Victor Mallet
Notes to editors on Landscape:
Landscape is a British Virgin Islands company founded by entities affiliated with Noam Gottesman and Michael Fascitelli. The Company was created to pursue its objective of acquiring a target company or business (the "Acquisition"). There is no specific expected target value for the Acquisition and the Company expects that any funds not used for the Acquisition will be used for future acquisitions, internal or external growth and expansion, purchase of outstanding debt and working capital in relation to the acquired company or business. The Company's efforts in identifying a prospective target business will not be limited to a particular industry or geographic region. However, given the experience of the Founders, the Company expects to focus on acquiring an operating company or business with a real estate component (such as a business within the hospitality, lodging, gaming, real estate or property services, or asset management industries) with either all or a substantial proportion of its activities in North America or Europe.
The Company has identified the following criteria and guidelines that it believes are important in evaluating potential acquisition opportunities:
strong competitive industry position;
a company with strong underlying free cash flow characteristics;
an established company or business with a proven track record;
experienced management team; and
diversified customer and supplier base.
The Company may also decide to enter into an acquisition with a target company or business that does not meet the above criteria and guidelines.
The Company believes that it has the following competitive advantages:
Management expertise and track record of the Founders;
Established deal sourcing network;
Disciplined acquisition approach; and
Assistance from the Founder Entities or their affiliates.
The Directors believe that the Founders, together with the Independent Non-Founder Directors, comprise a knowledgeable and experienced group of professionals with extensive experience of making international acquisitions and operational improvement. The Directors further believe that the Founders' track records demonstrate the Founders' respective abilities to source, structure and complete acquisitions, return value to investors and introduce and complete operational improvements to companies.
The Founder Entities (collectively TOMS Acquisition II LLC and Imperial Landscape Sponsor LLC) have committed, in aggregate, $40 million in connection with the Placing and the subscription for Founder Preferred Shares in the Company. The Founder Preferred Shares are intended to have the effect of incentivising the Founders to achieve the Company's objectives.
Each of TOMS Acquisition II LLC and Imperial Landscape Sponsor LLC have subscribed for 1,200,000 Ordinary Shares (with matching Warrants) at the placing price. The Founder Entities have also committed, in aggregate, $16 million of capital for 1,600,000 Founder Preferred Shares (with Warrants being issued to subscribers of Founder Preferred Shares on the basis of one Warrant per Founder Preferred Share), comprising 800,000 Founder Preferred Shares by TOMS Acquisition II LLC and 800,000 Founder Preferred Shares by Imperial Landscape Sponsor LLC.
Noam Gottesman
Mr. Gottesman is the Founder and Managing Partner of TOMS Capital, which he founded in 2012. Based in New York, TOMS Capital is a single family office which manages the commercial and private interests of its family clients with an emphasis on wealth preservation and long term capital appreciation.
Previously Mr. Gottesman was the co-founder of GLG Partners, Inc. and its predecessor entities ("GLG") where he served in various chief executive capacities until January 2012 and founding TOMS Capital.
He was also both a co-founder and non-executive director of Nomad Holdings Limited ("Nomad"), an acquisition vehicle that completed its $500 million initial public offering and listed its securities on the London Stock Exchange's main market in April 2014, and raised approximately $945 million of additional equity capital in connection with its business combination (including shares issued upon the early exercise of warrants). Nomad acquired Iglo Foods Holdings Limited in June 2015 and Findus Sverige AB in November 2015, following which Nomad relisted on the New York Stock Exchange in January 2016 and is currently Europe's largest frozen foods business (excluding ice cream).
Michael Fascitelli
Mr. Fascitelli has over 30 years' experience of investing in real estate and is the Co-Founder and Managing Partner of Imperial Companies, a real estate investment, development and management company focused on investing in premium office, urban retail, residential and mixed use real estate located primarily in New York City and other select US gateway cities, which he co-founded with Eric Birnbaum in 2014.
Previously Mr. Fascitelli was President of Vornado Realty Trust, a publicly traded REIT and one of the largest owners and managers of real estate in the United States, and was its chief executive officer from 2009 until April 2013. During his 16-year tenure, Vornado achieved total returns of 4.2x the S&P 500 and 1.8x the NAREIT index, an increase in enterprise value from $1.2 billion to over $29 billion (CAGR of 21 per cent.), executed in excess of 150 separate transactions, including a variety of operating businesses and iconic real estate, primarily in New York City, and successfully established Vornado Capital Partners Fund I in 2010 worth $800 million.
The directors of the Company (the "Directors") are:
Lord Myners of Truro CBE (Chairman);
Noam Gottesman
Michael Fascitelli
Jeremy Isaacs CBE (Independent); and
Guy Yamen (Independent).
The board of directors of the Company (the "Board") considers Mr. Isaacs, Mr. Yamen and, Lord Myners, the Chairman, to be independent in character and judgment and free from relationships or circumstances which are likely to affect or could appear to affect, their judgment.
In the event that an Acquisition has not been announced by the second anniversary of Admission, the Board will recommend to Shareholders either that the Company be wound up (in order to return capital to Shareholders and holders of the Founder Preferred Shares, to the extent assets are available) or that the Company continue to pursue the Acquisition for a further 12 months from the second anniversary of Admission. The Board's recommendation will then be put to a Shareholder vote (from which the Directors and each Founder Entity will abstain). In the event that the Company is wound up, any capital available for distribution will be returned to Shareholders and holders of Founder Preferred Shares in accordance with the Company's articles of association (the "Articles"). No payment will be received by holders of Warrants and the entire value of the Warrants will be lost. A Special Resolution of Members, requiring not less than 75% of the votes cast, is required to voluntarily wind-up the Company unless the Board proposes such resolution following the second anniversary of Admission in accordance with the Articles, in which case a Resolution of Members is required, or unless the Directors determine by a resolution of the Directors that the Company should be wound up at any time after an Acquisition has been completed and when the Directors reasonably conclude that the Company is or will become a dormant company.
Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to the Acquisition. The Acquisition will be subject to approval by a majority of the Board, including a majority of the Chairman (if considered by the Board to be independent on appointment) and those Directors of the Board from time to time considered by the Board to be independent.
Important Notice
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction including the United States, Australia, Canada or Japan. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act, under the securities legislation of any state or territory or jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan.
The Ordinary Shares and the Warrants are being offered outside the United States in offshore transactions within the meaning of and in accordance with the safe harbour provisions of Regulation S. The Ordinary Shares and the Warrants are being offered within the United States only to certain persons reasonably believed to be qualified institutional buyers, in reliance on Rule 114A under the Securities Act or to certain "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act or another exemption from, or in a transaction not subject to the registration requirements of the Securities Act. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940 and investors will not be entitled to the protections of that Act. There is no intention to register any portion of the Placing in the U.S. or to conduct a public offering of securities in the U.S. This announcement does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities in any jurisdiction, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of the information included in the Prospectus issued by the Company in connection with the admission of the Ordinary Shares and the Warrants to the Official List of the FCA and to trading on the London Stock Exchange plc's main market for listed securities. Copies of the Prospectus are available from the Company's registered office and its website www.Landscapeacquisitionholdingslimited.com. In the event of any discrepancy between this announcement and the Prospectus in its final form, the Prospectus will prevail. The information contained in this announcement is for background purposes only and does not purport to be full or complete. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Company's financial or commercial position or prospects.
This announcement and the Placing are and will be only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, to the extent such amendments have been implemented in the relevant Member State and including any relevant implementing measure in the relevant Member State) ("Qualified Investors"). In the United Kingdom, this announcement and the Placing are directed only at Qualified Investors who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2) of the Order, and other persons to whom it may lawfully be communicated. Under no circumstances should persons of any other description rely or act upon the contents of this announcement.
The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on Landscape's intentions in relation to Admission. Securities to which this announcement relates may expose an investor to a significant risk of losing some or the entire amount invested. Persons considering an investment in such securities should consult an authorised person specialising in advising on such securities. This announcement does not constitute a recommendation concerning the Placing. The value of shares and other securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned. Past performance is not a guide to future performance.
The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Credit Suisse Securities (Europe) Limited, Goldman Sachs International and Morgan Stanley & Co. International plc are each authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA, are acting exclusively for Landscape and the founder entities and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than Landscape for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any transaction, arrangements or other matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Credit Suisse Securities (Europe) Limited, Goldman Sachs International or Morgan Stanley & Co. International plc, by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, each of Credit Suisse Securities (Europe) Limited, Goldman Sachs International and Morgan Stanley & Co. International plc and their respective affiliates accepts no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification. Credit Suisse Securities (Europe) Limited, Goldman Sachs International and Morgan Stanley & Co. International plc and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or its contents otherwise arising in connection herewith.
Information contained in this announcement may include 'forward-looking statements'. All statements other than statements of historical facts included herein, including, without limitation, those regarding the intentions, beliefs or current expectations of the Company, the Directors or the Founders concerning, among other things, the Company's objective, acquisition strategies or opportunities, financing, financial condition, capital resources, prospects and capital appreciation of the Ordinary Shares or the Warrants are forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The Company's actual performance, financial condition and the development of its acquisition and financing strategies may differ materially from the forward-looking statements contained in this document. In addition, even if the Company's actual performance, financial condition and the development of its acquisition and financing strategies are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.