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 THAT JURISDICTION
FOR
IMMEDIATE RELEASE
5 July 2024
Crest Nicholson Holdings plc
("Crest Nicholson")
Response to press
speculation
The Board of Crest Nicholson notes
the recent press speculation and confirms that it has received
unsolicited, preliminary, indicative proposals from Avant Homes
("Avant") regarding a
possible all-share combination of Crest Nicholson and
Avant.
None of the proposals from Avant
involved a possible takeover offer by Avant for Crest Nicholson.
The most recent indicative proposal was an all-share acquisition by
Crest Nicholson of Avant in consideration for the issue of Crest
Nicholson shares to Avant shareholders, whilst retaining the
listing of Crest Nicholson on the Main Market of the London Stock
Exchange.
The Avant proposal implied Avant
shareholders, including its main shareholder, Elliott Investment
Management, L.P. (together with its affiliates, "Elliott"), would own approximately 30
per cent. of the enlarged group.
The Board of Crest Nicholson
evaluated the Avant proposal with its financial advisers, Barclays
and Jefferies, and concluded it was not currently minded to engage
in discussions regarding a potential transaction with Avant while
in an offer period in relation to a possible all-share offer from
Bellway plc ("Bellway").
Accordingly, the Board of Crest Nicholson sent a letter to Avant on
27 June 2024 setting out its decision and explaining its
position.
In accordance with Rule 2.6(a) of
the Code, Bellway is required, by not later than 5.00 p.m. (London
time) on 11 July 2024, being 28 days after 13 June 2024, the date
of the announcement made by Bellway publishing details of the
Revised Proposal, either to announce a firm intention to make an
offer for Crest Nicholson in accordance with Rule 2.7 of the Code
or to announce that it does not intend to make an offer for Crest
Nicholson, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can
only be extended with the consent of the Panel on Takeovers and
Mergers in accordance with Rule 2.6(c) of the Code.
This announcement has been made
without the consent of Avant, Elliott or Bellway.
Enquiries:
Crest Nicholson Holdings plc
+ 44 (0)
19 3258 0555
Martyn Clark (Chief Executive
Officer)
Bill Floydd (Group Finance
Director)
Jenny Matthews (Head of Investor
Relations)
Barclays Bank PLC, acting through its Investment
Bank
+ 44 (0) 20 7623 2323
(Joint Financial Adviser and Joint Corporate
Broker)
Robert Mayhew
Osman Akkaya
Stuart Jempson
Mark Gunalan
Jefferies International Limited
+ 44 (0)
20 7029 8000
(Joint Financial Adviser and Joint Corporate
Broker)
Philip Yates
Sam Barnett
Will Soutar
Thomas Bective
Teneo
+ 44 (0) 20 7260
2700
(Financial Communications
Adviser)
James Macey White
Giles Kernick
Important notices
This announcement is not intended
to, and does not, constitute or form part of any offer, invitation
or solicitation of any 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, whether
pursuant to this announcement or otherwise.
The release, distribution or
publication of this announcement in jurisdictions outside the
United Kingdom may be restricted by laws of the relevant
jurisdictions and therefore persons into whose possession
this announcement comes should inform
themselves about, and observe, any such restrictions. Any failure
to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Notice related to financial advisers
Barclays Bank PLC, acting through
its Investment Bank ("Barclays"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Crest Nicholson and no one
else in connection with the subject matter of this announcement and
will not be responsible to anyone other than Crest Nicholson for
providing the protections afforded to clients of Barclays nor for
providing advice in relation to the subject matter of this
announcement.
Jefferies International Limited
("Jefferies"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Crest Nicholson and no
one else in connection with the matters referred to in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Crest Nicholson for providing the
protections afforded to clients of Jefferies nor for providing
advice in relation to any matter referred to in this announcement.
Neither Jefferies nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 Jefferies in connection with this
announcement, any statement contained herein or
otherwise.