Home Reit Regulatory News (HOME)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. 

For immediate release

10 May 2023

Update regarding possible offer for Home REIT PLC ("Home") by Bluestar Group Limited ("Bluestar")

Since Home's 16 February 2023 announcement, Bluestar has invested significant time and resources in arranging financing, carrying out outside-in due diligence and continuing to engage or attempt to engage with Home on the possible offer. To support this, Home provided Bluestar with limited diligence information in February 2023, but, despite repeated attempts by Bluestar, has provided nothing in the subsequent months. We have also not been provided access to the board of Home (the "Board"). On 14 April 2023 Bluestar submitted a proposal to the Board for the entire issued and to be issued share capital of Home for 40 pence per share in cash (the "Possible Offer"). Any announcement by Bluestar of a firm intention to make an offer pursuant to Rule 2.7 remains subject to the satisfaction or waiver (by Bluestar) of a limited number of customary pre-conditions, including financing, which is at an advanced stage with its anticipated financing providers, and due diligence, which awaits appropriate engagement from Home.

The Possible Offer represents a premium to Home's share price as at suspension of its ordinary shares prior to market open on 3 January 2023 despite a heavily negative news flow and a serious deterioration in Home's rent collections and broader operational performance. Bluestar considers that the Possible Offer provides a route to upfront liquidity, at a valuation level that Bluestar does not anticipate Home achieving in the public markets in the medium term and with significantly reduced execution risk relative to other strategic options that may be available to the Board to deliver value to the shareholders of Home.

Bluestar remains highly motivated and enthusiastic about the Possible Offer but has been frustrated by the lack of engagement from the Board, which has been particularly pronounced in the last three weeks. Home has declined repeatedly to provide a formal response to the Possible Offer but Home's financial adviser, Smith Square Partners ("SSP"), has provided guidance that Bluestar should wait patiently until the Board is able to assess the Possible Offer and provide Bluestar with the requested due diligence information. SSP was also clear that it expected the Board to view favourably any requests by Bluestar to extend the current and future PUSU deadlines. In recent weeks, Bluestar has repeatedly attempted to meet with Home's Chairperson and SSP in order to explore ways in which it might receive information and access in order to progress its due diligence. Bluestar has been disappointed to receive no meaningful engagement with the only meeting that Bluestar was able to schedule between Lynne Fennah, the Home Chairperson, SSP, Bluestar and Numis being cancelled by SSP on behalf of Home at short notice.

On 5 May 2023, Bluestar made a formal request to Home for an extension to the PUSU deadline of 5.00 p.m. on 11 May 2023 (the "PUSU Deadline"). In the subsequent days, we have repeatedly attempted to engage and meet with Home and SSP. On the afternoon of 10 May 2023, approximately 27 hours before the expiration of the PUSU Deadline, SSP delivered the staggering message that the Board had met and decided that it would not grant an extension to the PUSU Deadline as "Bluestar has not sufficiently progressed the Possible Offer." This is despite Bluestar having received no information since February and having been guided by SSP that Home desired Bluestar to wait patiently until the Board is able to assess the Possible Offer and provide Bluestar with the requested due diligence information.

Bluestar considers that the Board should have greater attention to its fiduciary duties to shareholders to promote the success of Home and considers that this Board decision removes a major element of optionality for Shareholders at what is undoubtedly a very difficult time for Home given its suspension, potential delisting and the very challenging circumstances it finds itself in.

It is the firm view of Bluestar that it would be in the best interests of shareholders and other Home stakeholders for the Board to extend the PUSU Deadline and to engage properly with Bluestar on ways to facilitate a streamlined due diligence process. Bluestar considers that the Possible Offer would attract the support of shareholders and so should be permitted to explore whether the Possible Offer can progress to a firm offer that can be presented to shareholders for their consideration. Bluestar is committed to engaging collaboratively with Home and moving expeditiously for the benefit of the shareholders.

Given the imminence of the PUSU Deadline, Bluestar is requesting shareholders to immediately urge the Board to extend the upcoming PUSU Deadline and engage properly with Bluestar on the Possible Offer. Bluestar notes that if the Board continues to refuse to seek to extend the PUSU period by 5.00 p.m. (London time) on 11 May 2023 and Bluestar announces that it does not intend to make an offer, Bluestar will not be allowed to make another offer for 6 months other than in very limited circumstances permitted by the Code.

Important Code notes

As announced by Home on 13 April 2023, in accordance with Rule 2.6(c) of the Code, at Home's request, the Panel on Takeovers and Mergers (the "Takeover Panel") consented to a further extension to the deadline by which Bluestar is required either to announce a firm intention to make an offer for Home in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must be made by not later than 5.00 p.m. (London time) on 11 May 2023.

This revised deadline may be extended further, at the request of the Board of Home and with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code, and the requirement to make an announcement in accordance with Rule 2.6(a) will cease to apply in the circumstances set out in Rule 2.6(b) of the Code (if a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code is announced by another offeror prior to the deadline).

There can be no certainty that an offer will ultimately be made for the Company. A further statement will be made as and when appropriate.

In accordance with Rule 2.5(a) of the Code, Bluestar reserves the right to make an offer for Home on less favourable terms than those described in this announcement: (i) with the agreement or recommendation of the Board of Home; (ii) if a third party announces a firm intention to make an offer for Home which, at that date, is of a value less than the value of the Possible Offer; (iii) following the announcement by Home of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code; or (iv) to the extent that Home declares, makes or pays any dividend or distribution or other payment to its shareholders (in which case Bluestar reserves the right to make an equivalent reduction to the proposed price).

In connection with the possibility of Bluestar making a cash offer for Home (if it were so inclined), Bluestar reserves the right to vary the form and / or mix of the consideration it would offer.

Enquiries:

Numis (Financial Adviser to Bluestar)

Hugh Jonathan +44 (0) 207 260 1000

Stuart Ord

About Bluestar

Bluestar, founded by Ben Gotlieb, is a special situations investment company set up to acquire and lend capital to pan European real estate-backed businesses and development schemes.

A subsidiary of Bluestar had previously entered into a business arrangement with Alvarium RE Limited, a former affiliate of Alvarium Home REIT Advisors Limited ("Alvarium Home"). This business arrangement, ended in December 2022 and is in the process of being dissolved. For the avoidance of doubt, neither Bluestar nor any of its group companies has any business association or otherwise with Alvarium Home or any of its group companies.

Inside Information

The information contained within this announcement is deemed by Bluestar to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Further information

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bluestar and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Bluestar for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein. Neither Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), 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 Numis in connection with this announcement, any statement contained herein or otherwise.

This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 pm (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 Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.bluestargr.com promptly and in any event by no later than 12 noon on the business day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.

Ends