7 May 2021 07:00
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 OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF 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 EVEN IF THE PRE-CONDITIONS ARE SATISFIED OR WAIVED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
7 May 2021
Statement regarding St. Modwen Properties plc ("St. Modwen", or the "Company")
The Blackstone Group International Partners LLP, an affiliate of The Blackstone Group Inc., ("Blackstone") notes the announcement this morning by St. Modwen. Blackstone confirms, on behalf of one or more of the investment funds advised by certain of its affiliates (the "Blackstone Funds"), it has submitted an indicative offer to be made by the Blackstone Funds to acquire the entire issued, and to be issued, share capital of St. Modwen for cash consideration of 542 pence per ordinary share (the "Possible Offer").
The Possible Offer represents a premium of approximately:
21.1 per cent. to St. Modwen's closing share price of 448 pence on 6 May 2021; 33.7 per cent. to the volume weighted average St. Modwen share price of 405 pence over the 90-day period ending on 6 May 2021; 37.2 per cent. to the volume weighted average St. Modwen share price of 395 pence over the 180-day period ending on 6 May 2021; and 23.8 per cent. to St. Modwen's reported 2020 EPRA Net Tangible Assets Per Share of 438 pence.
The Possible Offer is subject to certain limited pre-conditions including the satisfactory completion of confirmatory due diligence which is currently underway by Blackstone. St. Modwen and Blackstone are working closely together to complete this confirmatory due diligence as soon as practicable. The Possible Offer is not subject to any financing pre-condition. Blackstone has reserved the right to waive the pre-conditions referred to above.
A further announcement will be made as appropriate, although there can be no certainty that a formal offer will be made even if the pre-conditions referred to above are satisfied or waived.
Takeover Code notes
In accordance with Rule 2.6(a) of the Code, the Blackstone Funds are now required, by not later than 5:00 pm (London time) on 4 June 2021, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that the Blackstone Funds do not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.5 of the Code, the Blackstone Funds reserve the right to introduce alternative forms of consideration. The Blackstone Funds also reserve the right to make an offer on less favourable terms than those described in this announcement:
a) to the extent that St. Modwen declares, makes or pays any dividend or distribution or other payment to its shareholders (in which case the Blackstone Funds reserve the right to make an equivalent reduction to the proposed price); and/or
b) with the agreement and recommendation of the Board of St. Modwen; and/or
c) following the announcement by St. Modwen of a whitewash transaction pursuant to the Code.
Enquiries:
Blackstone
Stephen Lewis +44 77 8005 7345
Giles Croot +44 78 8174 9614
Alexandra Ritterman +44 77 7848 7939
Rothschild & Co (Financial Adviser to Blackstone) +44 20 7280 5000
Alex Midgen
Sam Green
Nedim Bazdar
Paternoster (PR Adviser to Blackstone) +44 20 3012 0241
Tom Buchanan
Louise Evans
Kirkland & Ellis International LLP is acting as legal adviser to Blackstone.
Sources and bases
In this announcement:
1. all prices and closing prices for St. Modwen's shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL);
2. volume weighted average prices are derived from Bloomberg;
3. St. Modwen's reported 2020 EPRA Net Tangible Assets information has been extracted, subject to rounding adjustments, from the audited annual report and accounts for St. Modwen for the year ended 30 November 2020; and
4. certain figures included in this announcement have been subject to rounding adjustments.
If the Possible Offer results in an offer being made, any offer document or scheme document published in connection with such offer will contain, except with the consent of the Takeover Panel, in accordance with Rule 29 of the Takeover Code, either an updated portfolio valuation in respect of St. Modwen's property portfolio or a no material difference statement in respect of the last reported valuation of St. Modwen's property portfolio.
Important notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Blackstone and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Blackstone for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
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 whether pursuant to this announcement or otherwise.
The 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 the restrictions may constitute a violation of the securities law of any such jurisdiction.
Publication on a website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the website www.publishdocuments.co.uk. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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 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 Takeover 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.