Quadrise Regulatory News (QED)

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 SUCH JURISDICTION

REPLACEMENT ANNOUNCEMENT

RECOMMENDED CASH OFFER

by

BAILEY ACQUISITIONS LIMITED

for

QUINTAIN ESTATES AND DEVELOPMENT PLC

This announcement replaces the announcement issued by Bailey Acquisitions Limited at 12.30 today. 

Unconditional announcement and, notice of delisting and cancellation of trading of Quintain Shares

On 29 July 2015, the boards of Quintain Estates and Development PLC (Quintain) and Bailey Acquisitions Limited (Bidco), an investment vehicle indirectly controlled by Lone Star Real Estate Fund IV, announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Quintain (the Original Offer). The full terms and conditions and the procedures for acceptance of the Original Offer are set out in the offer document which was published and sent to Quintain Shareholders by Bidco on 11 August 2015 (the Original Offer Document).

On 18 September 2015 Bidco announced that it had reduced the percentage of Quintain Shares required to satisfy the Acceptance Condition to 75 per cent.

Today Bidco announced an increased cash offer (the Increased Offer) for the entire issued and to be issued share capital of Quintain (the Increased Offer Announcement) under which Quintain Shareholders would receive 141 pence per Quintain Share (the Increased Offer Price).

Bidco is now pleased to declare the Increased Offer unconditional in all respects. Further details are set out below.

Level of acceptances and market purchases

As at 5.00 p.m. (London time) on 24 September 2015, Bidco had received valid acceptances of the Increased Offer in respect of 377,583,165 Quintain Shares, representing approximately 71.73 per cent. of the existing issued share capital of Quintain.

Bidco has today acquired 22,614,870 Quintain Shares at the Increased Offer Price, representing in aggregate approximately 4.30 per cent. of the ordinary share capital of Quintain. These purchases will settle on Tuesday 29 September 2015.

Once these purchases have settled, Bidco will have received valid acceptances of the Increased Offer in respect of, or have acquired or agreed to acquire 400,198,035 Quintain Shares representing approximately 76.03 per cent. of the existing issued share capital of Quintain.

In light of the above, Bidco has decided to reduce the Acceptance Condition to 71.73 per cent. As a result, Bidco is pleased to declare the Increased Offer as unconditional as to acceptances.

The percentages of Quintain Shares referred to in this announcement are based upon a figure of 526,394,699 Quintain Shares in issue.

As the Increased Offer has been declared unconditional as to acceptances and no other Conditions remain outstanding, the Increased Offer is now unconditional in all respects.

The Increased Offer will remain open for acceptances until further notice. At least 14 days' notice will be given before the closing of the Increased Offer to those Quintain Shareholders who have not at the date of that notice accepted the Increased Offer.

Delisting and cancellation of trading

As set out in the Original Offer Document, as the Increased Offer has become unconditional in all respects and Bidco has by virtue of its shareholdings and acceptances of the Increased Offer acquired, or agreed to acquire, Quintain Shares representing at least 75 per cent. of the voting rights of Quintain, Bidco intends to procure the making of an application by Quintain for cancellation, respectively, of the trading in Quintain Shares on the London Stock Exchange's main market for listed securities (the Main Market) and of the listing of Quintain Shares on the premium listing segment of the Official List of the Financial Conduct Authority (the Official List).

The cancellation of listing of Quintain Shares on the Official List and admission to trading of Quintain Shares on the Main Market is expected to take effect on or around 23 October 2015, being 20 Business Days from the date of this announcement. Delisting would significantly reduce the liquidity and marketability of any Quintain Shares not assented to the Increased Offer.

Compulsory acquisition

As set out in the Original Offer Document, if Bidco receives acceptances under the Increased Offer in respect of, and/or otherwise acquires, not less than 90 per cent. of the Quintain Shares to which the Increased Offer relates by nominal value and voting rights attaching to such shares, Bidco intends to exercise its rights pursuant to section 979 of the Companies Act 2006 to acquire compulsorily the remaining Quintain Shares.

Actions to be taken

Quintain Shareholders who have not yet accepted the Increased Offer are urged to do so as soon as possible:

· If you hold your Quintain Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance which accompanied the Original Offer Document or, alternatively, the revised Form of Acceptance (the Revised Form of Acceptance) that will accompany the revised offer document (the Revised Offer Document) to be sent to Quintain Shareholders on 26 September 2015.

· If you hold your Quintain Shares in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf and that settlement occurs. If you hold your Quintain Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary instruction to Euroclear.

The Original Offer Document and a specimen Form of Acceptance are, and the Revised Offer Document and Revised Form of Acceptance will be, available on Bidco's website at www.baileyacquisitionslimited.com. Further copies of such documents may be obtained by contacting the Receiving Agent, Computershare Investor Services PLC on 0370 707 1253 from within the UK or on +44 (0) 370 707 1253 if calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday) or by submitting a request in writing to Computershare Corporate Actions Projects, Bristol, BS99 6AH.

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

Enquiries

Important notices relating to financial advisers and brokers

Morgan Stanley & Co. International plc (Morgan Stanley), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as exclusive financial adviser to Bidco and no one else in connection with the Increased Offer. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Increased Offer, the contents of this announcement or any other matter referred to herein.

Further information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer 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 Increased Offer or otherwise. The Increased Offer will be made solely by means of the Original Offer Document, the Form of Acceptance, the Revised Offer Document and the Revised Form of Acceptance, which will contain the full terms and conditions of the Increased Offer, including details of how the Increased Offer may be accepted. Any response to the Increased Offer should be made only on the basis of information contained in those documents. Quintain Shareholders are advised to read the formal documentation in relation to the Increased Offer carefully.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange 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 and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom or the United States and the ability of Quintain Shareholders who are not resident in the United Kingdom or the United States to participate in the Increased Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States or Quintain Shareholders who are not resident in the United Kingdom or the United States will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders are contained in the Original Offer Document and will be contained in the Revised Offer Document.

The Increased Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, and will not be capable of acceptance by any such use, means, instrumentality or facility from within any Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Increased Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Original Offer Document and/or the Revised Offer Document and/or any other related document to a jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction and must not mail, send or otherwise forward or distribute them in, into or from any Restricted Jurisdiction.

Notes to US holders of Quintain Shares

The Increased Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act, and otherwise in accordance with the requirements of the Code. Accordingly, the Increased Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The Increased Offer is being made for the securities of an English company with a listing on the London Stock Exchange. The Increased Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information on Quintain included in the Original Offer Document and, if applicable, the Revised Offer Document has been prepared in accordance with IFRS and may therefore 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 cash pursuant to the Increased Offer by a US holder of Quintain Shares may 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 Quintain Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Increased Offer. Furthermore, the payment and settlement procedure with respect to the Increased Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

The Increased Offer will be made (including in the United States) by Bidco and no one else. Neither Morgan Stanley nor any of its affiliates, will be making the Increased Offer in (or outside) the United States.

It may be difficult for US holders of Quintain Shares to enforce their rights and any claim arising out of US federal securities laws, since Bidco is incorporated under the laws of Jersey and Quintain is incorporated under the laws of England and Wales and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of Bidco and Quintain are located outside the United States. US holders of Quintain Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire securities 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 US 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.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Increased Offer, passed comment upon the fairness or merits of the Increased Offer or passed comment upon the adequacy or completeness of this announcement, the Original Offer Document or the Revised Offer Document. Any representation to the contrary is a criminal offence in the United States.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Bidco or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Quintain, other than pursuant to the Increased Offer, at any time prior to completion of the Increased Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code, the rules of the London Stock Exchange and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Morgan Stanley and its affiliates will continue to act as exempt principal traders in Quintain Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed on a next day basis to the Panel and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be deemed to be publicly disclosed in the United States.

Notice to Australian holders of Quintain Shares

The Increased Offer is being made for the securities of a English company with a listing on the London Stock Exchange and is regulated primarily by UK laws. Accordingly, the Increased Offer is not made under or regulated by Chapter 6 of the Corporations Act 2001 (Cth). The content of this announcement, the Original Offer Document and the Revised Offer Document is subject to UK disclosure requirements which are different from the disclosure requirements under Australian law. Neither the Australian Securities and Investments Commission nor the Australian Securities Exchange has: (i) approved or disapproved of the Increased Offer; (ii) passed judgment over the merits or fairness of the Increased Offer; or (iii) passed judgment upon the adequacy or accuracy of the disclosure in this announcement, the Original Offer Document nor the Revised Offer Document.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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 Takeover 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

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Bidco's website at www.baileyacquisitionslimited.com by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt the contents of such website is not incorporated, and does not form part of, this announcement.