26 Nov 2021 14:38
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
26 NOVEMBER 2021
Recommended acquisition of Yew Grove REIT plc by Slate Office Ireland Investment Limited, an indirect wholly-owned subsidiary of Slate Office REIT
Announcement re convening of Scheme Meeting
On 19 November 2021, Yew Grove REIT plc ("Yew Grove") and Slate Office REIT ("Slate") announced that they had reached agreement on the terms of a cash offer for Yew Grove by Slate, which has been unanimously recommended by the Yew Grove board of directors, pursuant to which Slate Office Ireland Investment Limited ("Bidco"), an indirect wholly-owned subsidiary of Slate, will acquire the entire issued and to be issued share capital of Yew Grove (the "Acquisition").
The Acquisition is to be effected by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme").
Yew Grove announces that earlier today the High Court of Ireland made an order directing that a scheme meeting of Yew Grove shareholders to consider and vote on the Scheme (the "Scheme Meeting") be convened.
The Scheme Meeting will commence at 11.00 a.m. on 23 December 2021 at 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland and the related extraordinary general meeting will commence at 11.15 a.m. (or, if later, as soon thereafter as the Scheme Meeting shall have been concluded or adjourned) on the same date at the same location. Given the various measures applying in Ireland due to the ongoing COVID-19 pandemic, Yew Grove shareholders will be given the opportunity to attend, speak, ask questions and vote at the relevant meeting remotely via a virtual meeting platform provided by Lumi Global, either personally or by proxy if an individual or by proxy or corporate representative if a company.
The scheme document (the "Scheme Document") setting out, amongst other things, the full terms and conditions of the Scheme, information required under Section 452 of the Companies Act 2014, an expected timetable of principal events, notices convening the Scheme Meeting and the related extraordinary general meeting, and details of the action to be taken by Yew Grove shareholders is expected to be published on 29 November 2021.
A further announcement will be made on publication of the Scheme Document.
Enquiries:
Yew Grove Press enquiries
Jonathan Laredo / Charles Peach Tel: +353 1 485 3950
Goodbody, (Financial Adviser, Corporate Broker and Rule 3 Adviser to Yew Grove)
Finbarr Griffin / David Kearney / John Flynn Tel: +353 1 667 0420
Liberum Capital Limited, (Corporate Broker and Nomad to Yew Grove)
Richard Crawley / Jamie Richards Tel: +44 20 3100 2000
IFC Advisory Limited, (PR adviser to Yew Grove)
Tim Metcalfe / Graham Herring Tel: +44 20 3934 6630
Statements required by the Takeover Rules
The directors of Yew Grove accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the directors of Yew Grove (who have taken all reasonable care to ensure that 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.
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 exclusively for Yew Grove and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Yew Grove for providing the protections afforded to clients of Goodbody, or for providing advice in connection with the matters referred to in this announcement. Neither Goodbody nor any of its subsidiaries 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 Goodbody in connection with this Announcement or any matter referred to herein.
Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Yew Grove and no one else in connection with the matters described in this announcement. Liberum will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the matters described in this announcement and will not be responsible to anyone other than Yew Grove for providing the protections afforded to its clients or for providing any advice in relation to matters or arrangements referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Liberum does not accept any responsibility whatsoever for, and makes no representation or warranty, express or implied, as to the contents of this announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with Yew Grove and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Liberum accordingly, to the fullest extent permitted by law, disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act 1997, Takeover Rules, 2013 (the "Irish Takeover Rules"), if any person is, or becomes, "interested" (directly or indirectly) in, 1% or more of any class of "relevant securities" of Yew Grove, all "dealings" in any "relevant securities" of Yew Grove (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 pm (Irish time) on the "business day" in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the "offer period" ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Yew Grove, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in "relevant securities" of Yew Grove by Slate or Bidco, or by any party acting in concert (as defined in the Irish Takeover Panel Act 1997 (as amended)) with either of them, must also be disclosed by no later than 12 noon (Irish time) on the "business day" in Dublin following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.
General
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation 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 Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, the offer document).
Overseas Shareholders
The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.
The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Slate, Bidco and Yew Grove disclaim any responsibility or liability for the violations of any such restrictions by any person.