HBRN.L Regulatory News (HBRN)

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

                   20 June 2022 

Recommended Cash Offer for

Hibernia REIT plc

by

Benedict Real Estate Bidco Limited

(a subsidiary of one of Brookfield's real estate private funds)

to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014

 DELISTING AND CANCELLATION TO TRADING OF HIBERNIA REIT SHARES
 

The listing of Hibernia REIT Shares on the Official List of the FCA and trading in Hibernia REIT Shares on the Main Market of the London Stock Exchange and on Euronext Dublin has been cancelled with effect from 8.00 a.m. (Dublin time) today, 20 June 2022.

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 published by Hibernia REIT on 27 April 2022.

Enquiries:

•  
• The Hibernia REIT Directors accept responsibility for the information contained in this announcement relating to Hibernia REIT, the Hibernia REIT Group and the Hibernia REIT Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Hibernia REIT Directors (who 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.
• Credit Suisse International (“Credit Suisse”) which is authorised by the Prudential Regulation Authority (the “PRA”) and regulated by the Financial Conduct Authority (“FCA”) and the PRA in the United Kingdom, is acting as financial adviser exclusively for Hibernia REIT and no one else in connection with the Acquisition and will not be responsible to any person other than Hibernia REIT for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.
• Goodbody Stockbrokers UC (“Goodbody”), which in Ireland is regulated by the Central Bank of Ireland and in the UK is authorised and subject to limited regulation by the Financial Conduct Authority, is acting as financial adviser exclusively for Hibernia REIT and no one else in connection with the Acquisition and will not be responsible to any person other than Hibernia REIT for providing the protections afforded to clients of Goodbody, nor for providing advice in relation to the content of this announcement or any matter referred to herein.

Overseas Shareholders

The availability of the Acquisition to Hibernia REIT Shareholders who are not resident in and citizens of Ireland or the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in Ireland or the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in Ireland or the United Kingdom to vote their Hibernia REIT Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Rules, and permitted by applicable law and regulation, the Acquisition will 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 Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.