MCS.L Regulatory News (MCS)

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

FOR IMMEDIATE RELEASE

1 February 2021

Recommended Cash OFFER

for

McCarthy & Stone plc

by

Mastiff Bidco Limited

which is a company indirectly and wholly-owned by Lone Star Real Estate Fund VI, L.P.

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Scheme of arrangement becomes Effective

On 23 October 2020, the boards of directors of McCarthy & Stone plc (McCarthy & Stone) and Mastiff Bidco Limited (Bidco) announced that they had reached agreement on the terms of a recommended cash offer by Bidco of the entire issued and to be issued share capital of McCarthy & Stone. On 7 December 2020, the boards of directors of Bidco and McCarthy & Stone announced that they reached agreement on the terms of an increased and final recommended cash offer (the Acquisition). The Acquisition was to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme).

McCarthy & Stone and Bidco are pleased to announce that the Scheme has now become Effective in accordance with its terms, following the delivery of the Court Order to the Registrar of Companies today. This follows the Court's sanction of the Scheme at the Scheme Sanction Hearing held on 28 January 2021.

Settlement of Consideration

Under the terms of the Scheme, Scheme Shareholders on the register of members of McCarthy & Stone at the Scheme Record Time, being 6.30 p.m. on 29 January 2021, are entitled to receive 120 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form, respectively) by no later than 15 February 2021.

Suspension and cancellation of listing and trading

The listing of McCarthy & Stone Shares on the premium listing segment of the Official List and the admission to trading of McCarthy & Stone Shares on the London Stock Exchange's Main Market were suspended with effect from 7.30 a.m. today.

It is expected that the listing of the McCarthy & Stone Shares on the premium listing segment of the Official List and the trading of McCarthy & Stone Shares on the London Stock Exchange's Main Market will each be cancelled with effect from 8.00 a.m. on 2 February 2021.

Board changes

As the Scheme has now become Effective, McCarthy & Stone duly announces that, as of today's date, Savvas Savvides, Valentyn Makarenko, Patrick Lebreton, Timothy Beaulac and James Riddell have been appointed to the board of directors of McCarthy & Stone and Francis Nelson, Gillian Barr, John Carter, Geeta Nanda and Arun Nagwaney have resigned as directors of McCarthy & Stone. Paul Lester has agreed with Bidco that he will remain on the board of McCarthy and Stone for a six month transitional period.

If any of the expected times and/or dates above change, the revised times and/or dates will be notified to McCarthy & Stone Shareholders by announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions relating to persons in Restricted Jurisdictions, also be available on McCarthy & Stone's website at www.mccarthyandstonegroup.co.uk.

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the scheme document published and made available to McCarthy & Stone Shareholders on 16 November 2020. All references to times are to London times.

Important notices

Rothschild & Co, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for McCarthy & Stone and for 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 referred to in this announcement and will not be responsible to anyone other than McCarthy & Stone for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Deutsche Bank is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Bank is authorised by the Prudential Regulation Authority with deemed variation of permission. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the Financial Conduct Authority's website. Neither Deutsche Bank nor any of its subsidiaries, branches or affiliates will be responsible to any person other than McCarthy & Stone for providing any of the protections afforded to clients of Deutsche Bank nor for providing advice in relation to any matters referred to in this announcement. Neither Deutsche Bank 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 Deutsche Bank in connection with this announcement, any statement contained herein, or otherwise. Deutsche Bank, acting through its London branch, is acting as financial adviser and joint corporate broker to McCarthy & Stone and no other person in connection with the contents of this announcement.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for McCarthy & Stone and for no-one else in connection with the matters described in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than McCarthy & Stone for providing the protections afforded to clients of Peel Hunt LLP nor for providing advice in relation to matters described in this announcement.

Moelis & Company, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Lone Star and Bidco and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Lone Star and Bidco for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the matters referred to herein. Neither Moelis & Company nor any of its 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 Moelis & Company in connection with this announcement, any statement contained herein or otherwise.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Lone Star and Bidco and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Lone Star and Bidco for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this announcement.

Cautionary note regarding forward-looking statements

All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements.  Such forward-looking statements involve 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 hereof. Neither Bidco nor McCarthy & Stone, nor any of their respective associates, directors, officers or advisers, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement (including information incorporated by reference into this announcement) will actually occur. Bidco and McCarthy & Stone disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation, inducement or the solicitation of an offer to buy, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or transfer of securities or such solicitation in any jurisdiction in contravention of the laws of such jurisdiction. The Acquisition will be implemented solely pursuant to the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

This announcement has been prepared for the purpose of complying with English law and the Code 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 the United Kingdom.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their McCarthy & Stone Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Further details in relation to Overseas Shareholders are contained in the Scheme Document. 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.

The Acquisition relates to shares of a UK company and has been effected by means of a scheme of arrangement under the laws of England and Wales. The scheme was subject to UK disclosure requirements, which are different from certain United States disclosure requirements.

None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement or disapproved or passed judgment upon the fairness or the merits of the Acquisition. Any representation to the contrary is a criminal offence in the United States.

McCarthy & Stone's financial statements, and all financial information included in the Scheme Document, has been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Unless otherwise determined by Bidco or required by the Code 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 Acquisition 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 and all documents relating to the Acquisition 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 and all documents relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictions and 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.

The Acquisition is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

Publication on website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at http://www.lsrefvimastiff.com/ and/or on McCarthy & Stone's website at www.mccarthyandstonegroup.co.uk by no later than 12 noon on the Business Day following the date of this announcement. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.