GRN.L Regulatory News (GRN)

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

FOR IMMEDIATE RELEASE

11 September 2019

RECOMMENDED CASH OFFER

FOR

GREEN REIT PLC

BY

HPREF DUBLIN OFFICE BIDCO LIMITED

AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF

THE HENDERSON PARK FUNDS

TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

Convening of Scheme Meeting and EGM and publication and posting of Scheme Document

On 14 August 2019, Green REIT plc ("Green REIT") and Henderson Park Real Estate Management Limited ("Henderson Park"), in its capacity as investment manager to Henderson Park Real Estate Fund I US LP, Henderson Park Real Estate Fund I Non US LP, Henderson Park Real Estate Fund I TE LP and Henderson Park Real Estate Fund I US TE LP (collectively the "Henderson Park Funds") announced that they had reached agreement on the terms of a cash offer for Green REIT by Henderson Park which has been unanimously recommended by the independent committee of the Board of Directors of Green REIT (the "Independent Green REIT Board"), pursuant to which HPREF Dublin Office Bidco Limited ("Bidco"), an indirect wholly-owned subsidiary of the Henderson Park Funds, will acquire the entire issued and to be issued share capital of Green REIT (the "Acquisition"). It is intended that the Acquisition will be implemented by means of a High Court sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Act (the "Scheme").

Green REIT announces that it is today publishing a circular relating to the Scheme (the "Scheme Document") which will shortly be posted to shareholders of Green REIT ("Green REIT Shareholders") together with the associated Forms of Proxy.

Under the terms of the Acquisition, Green REIT Shareholders will be entitled to receive €1.9135 in cash for each Green REIT Share, which values the entire issued and to be issued share capital of Green REIT at approximately €1.34 billion.

The Scheme requires approval by Green REIT Shareholders at a scheme meeting (the "Scheme Meeting") to be held at The Merrion Hotel, 21-24 Merrion Street Upper, Dublin 2, D02 KF79, Ireland on 7 October 2019, commencing at 11.00 am (Irish time). In addition to approval at the Scheme Meeting, implementation of the Scheme requires various approvals by Green REIT Shareholders at an EGM of Green REIT to be held at the same location commencing at 11.15 am (Irish time) on 7 October 2019 or, if later, immediately after the conclusion or adjournment of the Scheme Meeting.

The Scheme will also require the subsequent sanction of the High Court. Subject to, amongst other items, the approval of the resolution to approve the Scheme proposed at the Scheme Meeting and the resolutions to be proposed at the EGM, the prior satisfaction of the other Conditions to the completion of the Scheme (other than those Conditions which by their nature cannot be satisfied prior to the hearing by the High Court of the application to sanction the Scheme) and the availability of the High Court, the hearing by the High Court of the application to sanction the Scheme is anticipated to take place in November 2019.

Once effective, the Scheme will be binding on all Green REIT Shareholders, including those who did not vote, or who voted against it, at the Scheme Meeting.

An expected timetable of principal events is attached as an Appendix to this announcement.

Green REIT Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Capitalised terms used, but not defined, in this announcement have the same meaning as in the Scheme Document.

It is proposed that, under the Scheme, the Cancellation Shares will be cancelled pursuant to Sections 84 to 86 of the Act and any Transfer Shares will be transferred to Bidco. New Green REIT Shares will be issued to Bidco by the capitalisation of the reserve arising from the cancellation of the Cancellation Shares. As a result of these arrangements, Green REIT will become a wholly-owned subsidiary of Bidco and an indirect wholly-owned subsidiary of the Henderson Park Funds.

Green REIT Shareholders whose shares are subject to the Scheme will receive the Consideration (without interest) in consideration for the cancellation of the Cancellation Shares held by them at the Scheme Record Time and the transfer of any Transfer Shares held by them at the Scheme Record Time. Green REIT Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, Resolution 5 to be proposed at the EGM will propose that the Articles be amended so that any Green REIT Shares issued after the date of adoption of the new Article proposed in Resolution 5 (other than to Bidco) will be immediately and automatically transferred to Bidco on the same terms as under the Scheme.

Enquiries

If you have any questions about the Scheme Document, the Scheme Meeting, the EGM or how to complete the Forms of Proxy or to submit your proxies electronically, please call Computershare on +353 1 696 8422. Lines are open from 8.30 am to 5.30 pm Monday to Friday. Please note that calls may be monitored or recorded and Computershare cannot provide legal, tax or financial advice or advice on the merits of the Acquisition or the Scheme.

Statements required by the Irish Takeover Rules

The Green REIT Directors accept responsibility for the information contained in this announcement relating to Green REIT, the Green REIT Group and the Green REIT Directors and members of their immediate families, related trusts and persons connected with them, except for the recommendation and related opinions of the Independent Green REIT Board. The Independent Green REIT Board accept responsibility for the recommendation and related opinions of the Independent Green REIT Board contained in this announcement. To the best of the knowledge and belief of the Green REIT Directors and the Independent Green REIT Board (who, in each case, have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

J.P. Morgan Securities plc, which conducts its UK and Ireland investment banking business as J.P. Morgan Cazenove, is authorised by the PRA and regulated by the PRA and the FCA. J.P Morgan Cazenove is acting as financial adviser exclusively for Green REIT and no one else in connection with the Acquisition and the matters set out in this announcement. In connection with such matters, J.P. Morgan Cazenove, its affiliates and their respective partners, directors, officers, employees and agents will not regard any person other than Green REIT as their client, nor will they be responsible to anyone other than Green REIT for providing the protections afforded to their clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to in this announcement.

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for Green REIT and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Green REIT for providing the protections afforded to clients of Davy or for providing advice in connection with the matters referred to in this announcement.

"Wells Fargo Securities" and "Eastdil Secured" are both trading names of Wells Fargo Securities International Limited. Wells Fargo Securities International Limited is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom. Wells Fargo Securities International Limited (trading as "Wells Fargo Securities" and "Eastdil Secured") is acting exclusively as financial adviser to Henderson Park and Bidco and will not be responsible to anyone other than Henderson Park and Bidco for providing the protections afforded to its clients, or for providing advice in relation to the matters set out in this announcement.

Arthur Cox is acting as legal adviser to Green REIT and A&L Goodbody is acting as legal adviser to Henderson Park and Bidco.

This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).

This announcement does not constitute a prospectus or a prospectus equivalent document.

This announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

Disclosure requirements of the Irish Takeover Rules

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in, 1% or more of any class of 'relevant securities' of Green REIT, all 'dealings' in any 'relevant securities' of Green REIT (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3.30 pm (Irish time) on the 'business day' in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the 'offer period' ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Green REIT, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Green REIT by Henderson Park, or by any party Acting in Concert with Henderson Park, must also be disclosed by no later than 12.00 noon (Irish time) on the business day in Dublin following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie. 

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

No profit forecast, merger benefit statement or asset valuation

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share, for Henderson Park, Bidco or Green REIT, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Henderson Park, Bidco or Green REIT, respectively. No statement in this announcement constitutes an estimate of the anticipated financial effects of the Acquisition. No statement in this announcement constitutes an asset valuation.

Overseas shareholders

The distribution, release or publication of this announcement in or into certain jurisdictions other than Ireland or the United Kingdom may be restricted by the laws of those jurisdictions and therefore any persons who are subject to the laws of any jurisdiction other than Ireland or the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of such jurisdiction. This announcement is not intended to and does not constitute, or form part of, any offer to sell or issue or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with Irish Law and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the Laws and regulations of any jurisdiction outside of Ireland.

The attention of Green REIT Shareholders who are resident in, or citizens of, or who have a contractual or legal obligation to forward this announcement to persons in, Restricted Jurisdictions is drawn to paragraph 15 in Part 3 (Information required under Section 452 of the Act - recommended Acquisition for cash of Green REIT) of the Scheme Document.

Publication on website

In accordance with Rule 19.9 of the Irish Takeover Rules, a copy of this announcement and the documents required to be published pursuant to the Irish Takeover Rules by Green REIT will be available on Green REIT's website at https://www.greenreitplc.com/investorrelations/disclaimer-offer/ free of charge, subject to certain restrictions relating to persons in Restricted Jurisdictions, by no later than 12.00 noon (Irish time) on the business day following this announcement. Unless expressly provided otherwise, information contained on, or accessible through, any website referred to in this announcement is not incorporated into, and does not form part of, this announcement and any reference to a website in this announcement is an inactive textual reference only.

Time

Unless otherwise stated, all references to time in this announcement are to Irish time.

Cautionary Statement Regarding Forward-Looking Statements

This announcement and the Scheme Document contain forward-looking statements with respect to Green REIT, Henderson Park and Bidco. All statements other than historical facts are forward-looking statements, including statements regarding anticipated future results, or other non-historical facts. Forward-looking statements may be identified by the words "will," "may," "could," "would," "to be," "might," "believe," "anticipate," "expect," "plan," "estimate," "forecast," "future," "positioned," "potential," "intend," "continue," "remain," "scheduled," "outlook," "set to," "subject to," "upcoming," "target" or similar expressions. These statements are based on current views, expectations, estimates and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. If one or more of these risks or uncertainties materialise, or if underlying views, expectations, estimates or assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Henderson Park Group or the Green REIT Group; and (iii) the effects of government regulation on the business of the Henderson Park Group or the Green REIT Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future.

Factors that could cause or contribute to such differences include, but are not limited to: uncertainties as to the timing of the Acquisition; uncertainties as to whether Henderson Park will be able to consummate the Acquisition; uncertainties as to whether Green REIT Shareholders will provide the requisite approvals for the Acquisition on a timely basis, or at all; the possibility that competing offers will be made; the possibility that certain conditions to the consummation of the Acquisition will not be satisfied, including obtaining the requisite approvals of the Scheme; the ability to meet expectations regarding the accounting and tax treatments of the Acquisition; changes in relevant tax and other Laws or regulations; the diversion of Green REIT and Henderson Park management time and attention to issues relating to the Acquisition; difficulty retaining certain key employees of the Investment Manager following the Acquisition; the possibility that the Scheme may be terminated in circumstances that require Green REIT to reimburse certain expenses of Henderson Park; the ability of Green REIT to protect intellectual property and preserve intellectual property rights; and changes in the economic, financial or operational conditions of the businesses or assets of Green REIT.

In addition, actual future results and other future circumstances of Green REIT are subject to other risks and uncertainties that relate more broadly to Green REIT's business, including its future results of operations and financial position and those risks and uncertainties discussed in the Green REIT 2018 Annual Report. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Henderson Park, Bidco or Green REIT or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

There may be additional risks that Green REIT or Henderson Park do not presently know or currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date on which they are made. Green REIT and Henderson Park expressly disclaim any obligation to update or revise any forward-looking statement, except as required by Law.

APPENDIX

The following indicative timetable is based on Green REIT and Henderson Park's current expected dates for the implementation of the Acquisition and the Scheme and is subject to change.

_____________________

(1) It is requested that BLUE Forms of Proxy for the Scheme Meeting be received by 11.00 am on 5 October 2019 or, if the Scheme Meeting is adjourned, 48 hours prior to the time fixed for the adjourned Scheme Meeting. If the BLUE Form of Proxy for the Scheme Meeting is not returned by the above time, it may be handed to a representative of Computershare Investor Services (Ireland) Limited, on behalf of the Chair of the Scheme Meeting or to the Chair of the Scheme Meeting before the start of that Meeting.

(2) In order to be valid, the YELLOW Forms of Proxy for the EGM must be received by 11.15 am on 5 October 2019 or, if the EGM is adjourned, 48 hours prior to the time fixed for the adjourned EGM.

(3) If either the Scheme Meeting or the EGM is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 pm on the day which is two days prior to the date set for such adjourned Meeting.

(4) To commence at 11.15 am or as soon thereafter as the Scheme Meeting shall have concluded or adjourned.

(5) These dates are indicative only and will depend, among other things, on the date on which (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the High Court sanctions the Scheme; (iii) the High Court issues the Court Order; and (iv) the Court Order is delivered to the Registrar of Companies.

(6) Each of Green REIT and Bidco, or parties acting on their behalf, have assumed certain obligations with respect to the mechanics for completion of the Acquisition, details of which are set out in the Escrow Agreement (see paragraph 8.4 of Part 3 (Information required under Section 452 of the Act - recommended Acquisition for cash of Green REIT) of the Scheme Document).

(7) This represents the maximum expected time for drawdown and payment of the Consideration by Bidco through the Escrow Agreement following the Scheme Court Hearing. In the event that the Consideration is paid by Bidco on an earlier date following the Scheme Court Hearing, the date for subsequent principal events (other than the End Date) would likewise occur earlier.

(8) The Effective Date and Effective Time of the Scheme may alternatively occur on D + 6 Business Days. Green REIT Shareholders will be notified of the Effective Date and Effective Time, once known, through an announcement on a Regulatory Information Service.

(9) This is the latest date by which the Scheme must become effective. However, the End Date may be extended to such later date as Green REIT and Henderson Park may agree in writing (with the Irish Takeover Panel's consent and as the High Court may approve (should such approval(s) be required)).