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

7 October 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 MEANS OF A SCHEME OF ARRANGEMENT UNDER

CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

Results of Scheme Meeting and EGM

The independent committee of the Board of Directors of Green REIT plc ("Green REIT") is pleased to announce that, at the Scheme Meeting and the EGM held earlier today in connection with the recommended cash offer by HPREF Dublin Office Bidco Limited ("Bidco"), an indirect wholly-owned subsidiary of 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") for the entire issued and to be issued share capital of Green REIT (the "Acquisition"), to be effected by way of a scheme of arrangement between Green REIT and its shareholders under Chapter 1 of Part 9 of the Companies Act 2014:

- Green REIT Shareholders voted in favour of the Scheme Meeting Resolution at the Scheme Meeting; and

- Green REIT Shareholders voted in favour of each of the EGM Resolutions proposed at the EGM.

Full details of the Resolutions passed are set out in the notices of the Scheme Meeting and EGM contained in the scheme document published on 11 September 2019 (the "Scheme Document"). The detailed voting results in relation to the Scheme Meeting and EGM are summarised below.

The Acquisition remains conditional on the conditions set forth in Part 5 of the Scheme Document being satisfied or (where permissible) waived on or before the sanction of the Scheme by the High Court. It is anticipated that, subject to the satisfaction or waiver of these conditions, approval of the acquisition by the High Court will be sought in November 2019. Once the Court Hearing date has been fixed, Green REIT will give notice of this date by issuing an announcement through a Regulatory Information Service. Green REIT will make such announcement available on its website free of charge, subject to certain restrictions relating to persons in Restricted Jurisdictions.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.

Voting results of the Scheme Meeting

At the Scheme Meeting, a majority in number of Green REIT Shareholders who voted (either in person or by proxy), representing approximately 99.96% by value of those Green REIT Shares voted, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution proposed at the Scheme Meeting was passed on a poll vote.

Details of the votes cast are as follows:

* The total number of Green REIT Shares in issue at the Voting Record Time was 699,469,638.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.

Voting results of the EGM

At the EGM, Resolutions 1 to 7, as set out in the notice of the EGM in the Scheme Document, were duly passed on a poll vote. The results of the poll were as follows:

Resolution 1: amendment of Memorandum of Association

* The total number of Green REIT Shares in issue at the Voting Record Time was 699,469,638.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.

Resolution 2: approval of the Scheme

* The total number of Green REIT Shares in issue at the Voting Record Time was 699,469,638.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.

Resolution 3: cancellation of Cancellation Shares

* The total number of Green REIT Shares in issue at the Voting Record Time was 699,469,638.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.

Resolution 4: application of reserves

* The total number of Green REIT Shares in issue at the Voting Record Time was 699,469,638.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.

Resolution 5: amendment of Articles of Association

* The total number of Green REIT Shares in issue at the Voting Record Time was 699,469,638.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution. 

Resolution 6: authorisation of Green REIT Directors for the purpose of Article 85(b) of the Articles of Association

* The total number of Green REIT Shares in issue at the Voting Record Time was 699,469,638.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.

Resolution 7: adjournment of the EGM

* The total number of Green REIT Shares in issue at the Voting Record Time was 699,469,638.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.

Statements required by the Irish Takeover Rules

The Green REIT Directors accept responsibility for the information contained in this announcement, 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 Scheme Document contains 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, any Takeover Offer 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.

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.

Rule 8 Dealing Disclosure Requirements

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 p.m. (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 above 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.

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.

Cautionary Statement Regarding Forward-Looking Statements

This announcement contains 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.

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; the possibility that competing offers will be made; the possibility that certain conditions to the consummation of the Acquisition will not be satisfied; 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 and financial conditions of the businesses 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.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, any figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.