Globalworth Regulatory News (GWI)

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

25 June 2021

CASH OFFER

FOR

GLOBALWORTH REAL ESTATE INVESTMENTS LIMITED

BY

CPI PROPERTY GROUP S.A. AND AROUNDTOWN SA

THROUGH

ZAKIONO ENTERPRISES LIMITED

UPDATE ON OFFER-RELATED ARRANGEMENTS

On 14 April 2021, CPI Property Group S.A. ("CPI") and Aroundtown SA ("Aroundtown") announced the terms of a cash offer pursuant to which Zakiono Enterprises Limited ("Zakiono") will acquire the entire issued and to be issued share capital (not already held, or agreed to be acquired, by Zakiono) of Globalworth Real Estate Investments Limited ("Globalworth") (the "Offer"). The full terms of, and conditions to, the Offer and the procedures for acceptance were set out in the offer document dated 12 May 2021 (the "Offer Document").

Unless otherwise stated, the terms used in this announcement have the same meanings as given to them in the Offer Document.

In connection with the Offer, CPI, Aroundtown, Zakiono, Tevat, Hilardo and ATRE entered into a Deed of Subscription and Gift on 14 April 2021 (the "Deed of Subscription and Gift") as summarised in the Offer Document. The Consortium announces that, on 24 June 2021, CPI, Aroundtown, Zakiono, Tevat, Hilardo and ATRE entered into the Amended and Restated Deed of Subscription and Gift (the "Amended and Restated Deed") which amends and replaces in its entirety the Deed of Subscription and Gift. The changes reflect the technical mechanics by which cash to be used by Zakiono to satisfy payment of proceeds to Globalworth Shareholders under the terms of the Offer will be contributed to Zakiono by members of the Consortium Group. These technical changes have no impact on the Offer or on Globalworth Shareholders who have accepted or will accept the Offer, and there has been no change to the terms of, and conditions to, the Offer as set out in the Offer Document.

A copy of the Amended and Restated Deed is now available on CPI's and Aroundtown's websites at https://www.cpipg.com/shareholder-corner-en#tab-item-4 and https://www.aroundtown.de/investor-relations/joint-offer-for-globalworth/ respectively.

Enquiries

Hogan Lovells International LLP is acting as legal adviser to CPI and Zakiono.

White & Case LLP is acting as legal adviser to Aroundtown.

Important Notices

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for Zakiono and CPI and no one else in connection with the Offer and the matters referred to in this announcement and will not be responsible to anyone other than Zakiono and CPI for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Globalworth securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Citigroup Global Markets Europe AG ("Citi"), which is authorised and regulated by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin") and Bundesbank, is acting as financial adviser for Zakiono and Aroundtown and for no one else in connection with the matters described in this announcement, the Offer and will not be responsible to anyone other than Zakiono and Aroundtown for providing the protections afforded to clients of Citi nor for providing advice in connection with the Offer, or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein, the Offer or otherwise.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell or invitation to purchase, 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 Offer or otherwise. The Offer is being made solely through the Offer Document, which together with the associated Form of Acceptance contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document.

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

Overseas Shareholders

The release, publication, distribution or availability of this announcement or the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom and Guernsey may be restricted by the laws and regulations of those jurisdictions and therefore any persons into whose possession this announcement comes (who are subject to the laws and regulations of any jurisdiction other than the United Kingdom and Guernsey) should inform themselves of, and observe, any applicable restrictions. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey, or who are subject to the laws of another jurisdiction, to participate in the Offer or to accept or procure the acceptance of the Offer, may be affected by the laws of the relevant jurisdictions in which they are located. Globalworth Shareholders who are in any doubt regarding such matters should consult an appropriate independent financial adviser in their relevant jurisdiction without delay. Any failure to comply with such requirements may constitute a violation of the laws and/or regulation of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Offer disclaim any responsibility or liability for any violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with English law, Guernsey law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Guernsey.

Unless otherwise determined by Zakiono or required by the Takeover Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement, the Form of Acceptance and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement, the Form of Acceptance and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Further information for Overseas Shareholders is set out in paragraph 8 of Part 2 of Appendix 1 to the Offer Document. Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to forward this announcement, together with the accompanying Form of Acceptance, to any jurisdiction outside the United Kingdom should read that paragraph.

Notice to Shareholders in the United States

The Offer is being made to Globalworth Shareholders resident in the United States in reliance on, and compliance with, Regulation 14E and the related rules promulgated under the US Securities Exchange Act of 1934 (the "Exchange Act"), subject to any exemptions or relief therefrom, as applicable, including as set forth in Rule 14d-1(c) of the Exchange Act, and otherwise in accordance with the requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority. The Offer is being made in the United States by the Consortium and no one else.

The Offer relates to the shares of a Guernsey incorporated company that is not registered under the Exchange Act and is admitted to trading on AIM and is subject to disclosure and other procedural requirements, format and style which are different from those in the United States including with respect to withdrawal rights, offer timetable and settlement procedures.

Financial information included in this announcement has been or will be prepared in accordance with accounting standards applicable in Guernsey and the United Kingdom, and may 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 consideration by a US holder for the transfer of its Globalworth Shares pursuant to the Offer may be a taxable transaction for United States federal income tax purposes and under applicable United States federal, state and local, as well as non-US and other, tax laws. Each Globalworth Shareholder is urged to consult their independent professional adviser immediately regarding any acceptance of the Offer including, without limitation, the tax consequences of the Offer applicable to them, including under applicable United States federal, state and local, as well as non-US and other, tax laws.

It may be difficult for US holders to enforce their rights, effect service of process within the United States and/or enforce any claim and claims arising out of the US federal securities laws, since Globalworth is incorporated under the laws of Guernsey, Zakiono is incorporated under the laws of Cyprus, CPI and Aroundtown are incorporated under the laws of Luxembourg and the majority of the officers and directors of each of Globalworth, CPI, Aroundtown and Zakiono are residents of countries other than the United States and most of their respective assets are outside the United States. It may not be possible to sue Globalworth, CPI, Aroundtown or Zakiono, or any of their respective directors, officers or affiliates, in a non-US court for violations of US laws, including US securities laws. It may be difficult to compel Globalworth, CPI, Aroundtown and Zakiono and their respective directors, officers and affiliates to subject themselves to the jurisdiction of a US court. There is doubt as to the enforceability in the United Kingdom and Guernsey of original actions, or of actions for enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws and judgments of a US court.

Neither the SEC nor any US state securities commission has approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the adequacy or accuracy of the information contained in this announcement or otherwise in respect of the Offer. Any representation to the contrary is a criminal offence in the United States.

No offer to acquire securities or to exchange securities for other 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 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.

In accordance with normal UK practice CPI, Aroundtown and Zakiono or their respective nominees, or their respective brokers (acting as agents), may, from time to time, make certain purchases of, or arrangements to purchase, Globalworth Shares outside of the United States, other than pursuant to the Offer, until the date on which the Offer becomes effective, lapses or is otherwise withdrawn. These 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, as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. No purchases will be made other than pursuant to the Offer in the United States by or on behalf of CPI and Aroundtown, their affiliates or their respective nominees.

The receipt of cash by a US holder as consideration for the transfer of its Globalworth Shares pursuant to the Offer will likely 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 US holder of Globalworth Shares is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to them.

Notice to Shareholders in the Republic of South Africa

The communication of this announcement to Globalworth Shareholders should not be construed as constituting any form of investment advice or recommendation, guidance or proposal of a financial nature under the South African Financial Advisory and Intermediary Services Act, 2002. The Offer is not being made to, and does not constitute, an "offer to the public" (as such term is defined in the South African Companies Act, 2008 (the "SA Companies Act")) and does not, nor is it intended to constitute, a "registered prospectus" (as such term is defined in the SA Companies Act) prepared and registered under the SA Companies Act. Further, the right of any entity or individual who is a South African resident, to participate in the Offer is subject to such resident having demonstrated to the Consortium's reasonable satisfaction that it has obtained, all necessary exchange control approvals pursuant to the South African Exchange Control Regulations, 1961, promulgated under the Currency and Exchanges Act, 1933 and the policies and directives of the Financial Surveillance Department of the South African Reserve Bank or otherwise.

Forward looking statements

This announcement (including information incorporated by reference in this announcement) contain statements about Globalworth, CPI, Aroundtown and Zakiono that are or may be forward-looking statements which are prospective in nature. All statements other than statements of historical facts may be forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "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. Forward-looking statements may 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 Globalworth's, CPI's, Aroundtown's, or Zakiono's operations; and (iii) the effects of government regulation on Globalworth's, CPI's, Aroundtown's, or Zakiono's business.

These forward-looking statements are not guarantees of future performance. 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 of this announcement. All subsequent oral or written forward-looking statements attributable to Globalworth, CPI, Aroundtown or Zakiono 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. Globalworth, CPI, Aroundtown and Zakiono disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.

Citi and Barclays (and their respective affiliates) expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website 

This announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the websites of CPI and Aroundtown at https://www.cpipg.com/shareholder-corner-en#tab-item-4 and https://www.aroundtown.de/investor-relations/joint-offer-for-globalworth/ respectively by no later than 12 noon (London time) on the Business Day following the date of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Globalworth Shareholders, persons with information rights and participants in the Globalworth Share Schemes may request a hard copy of this announcement by contacting the Receiving Agent, Computershare at Corporate Actions Projects, Bristol, BS99 6AH or on 0370 707 4040 from within the United Kingdom or on +44 (0)370 707 4040 if calling from outside the United Kingdom between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (except UK public holidays). You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be sent in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Globalworth Shareholders, persons with information rights and other relevant persons for the receipt of communications from Globalworth may be provided to Zakiono during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code, and as noted at Rule 2.11(c).