8 Feb 2022 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 OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
8 FEBRUARY 2022
Recommended acquisition of Yew Grove REIT plc by Slate Office Ireland Investment Limited, an indirect wholly-owned subsidiary of Slate Office REIT
Scheme effective and completion of the Acquisition
Yew Grove REIT plc ("Yew Grove") and Slate Office REIT ("Slate") are pleased to announce that the scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme") in connection with the recommended cash offer by Slate Office Ireland Investment Limited ("Bidco"), an indirect wholly-owned subsidiary of Slate, for the entire issued and to be issued share capital of Yew Grove (the "Acquisition"), became effective at 6.30 p.m. yesterday, 7 February 2022.
Despatch of cheques and electronic transfers to Euroclear Bank for the cash consideration payable by Bidco to Scheme Shareholders under the terms of the Scheme will be effected by no later than 21 February 2022.
Trading of Yew Grove Shares on the Euronext Dublin Market and AIM has been suspended from 7:30 a.m. today and cancellation of trading of Yew Grove Shares on the Euronext Dublin Market and AIM will take effect from 7:00 a.m. on 9 February 2022.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the scheme document published by Yew Grove on 30 November 2021.
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
IBI Corporate Finance (Financial Adviser to Slate)
Tom Godfrey / Laurence O'Shaughnessy Tel: +353 1 963 1200
Slate Press enquiries
Karolina Kmiecik Tel: +1 312 847 1486
Statements required by the Takeover Rules
The Yew Grove Directors accept responsibility for the information contained in this announcement relating to Yew Grove. To the best of the knowledge and belief of the Yew Grove Directors (who, in each case, have taken all reasonable care to ensure 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.
The Slate Directors and the Bidco Directors accept responsibility for the information contained in this announcement relating to Slate and Bidco. To the best of the knowledge and belief of the Slate Directors and the Bidco Directors (who, in each case, have taken all reasonable care to ensure that this 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 United Kingdom 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.
IBI Corporate Finance Limited (trading as "IBI Corporate Finance") is acting exclusively as financial adviser to Slate 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 Slate and Bidco for providing the protections afforded to its clients, or for providing advice in relation to the matters set out in this announcement. Neither IBI Corporate Finance 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 IBI Corporate Finance in connection with this announcement or any matter referred to herein.
General
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.
Time
All references to times are to Irish time unless otherwise stated.