TIDMGRN
RNS Number : 4824T
Green REIT PLC
14 November 2019
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
14 November 2019
RECOMMENDED CASH OFFER
FOR
GREEN REIT PLC
by
HPREF DUBLIN OFFICE BIDCO LIMITED
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
THE HENDERSON PARK FUNDS
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER
CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
Effectiveness of Scheme of Arrangement and completion of
Acquisition
The independent committee of the Board of Directors of Green
REIT plc ("Green REIT" or the "Company") announces that the scheme
of arrangement between Green REIT and its shareholders under
Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme")
pursuant to which HPREF Dublin Office Bidco Limited ("Bidco"), a
wholly-owned subsidiary of the Henderson Park Funds will acquire
the entire issued and to be issued share capital of Green REIT,
became effective at 6.05 pm today, 14 November 2019 (the "Effective
Time").
Distribution of cheques and crediting of CREST accounts for the
cash consideration paid by Bidco to Scheme Shareholders under the
terms of the Scheme is expected to commence as soon as practicable
following the Effective Date, with CREST member accounts expected
to be credited on 18 November 2019 and the distribution of cheques
expected to be complete by 20 November 2019. In accordance with the
requirements of the Irish Takeover Rules, all consideration paid by
Bidco to Scheme Shareholders under the terms of the Scheme will be
distributed by no later than 28 November 2019.
Cancellation of the admission of Green REIT Shares to trading on
Euronext Dublin and the London Stock Exchange is expected to occur
with effect from 8.00 am (Irish time) on 15 November 2019.
Following the Scheme becoming effective, Green REIT confirms,
with effect from the Effective Time, the resignation of Gary
Kennedy, Jerome Kennedy, Gary McGann, Rosheen McGuckian, Stephen
Vernon and Pat Gunne as directors of the Company and the
appointment of Christophe Kuhbier, Jonathan Hanly and Ian Garvan as
directors of the Company in their place.
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 Green REIT on 11 September
2019.
Enquiries:
J.P. Morgan Cazenove (Lead Financial Adviser
and Corporate Broker to Green REIT)
Bronson Albery / Paul Hewlett / David Connern Tel: +44 207 742
4000
Davy (Joint Financial Adviser and Corporate
Broker to Green REIT)
Ronan Godfrey / Brian Garrahy / Daragh O'Reilly Tel: +353 1 679 7788
CBRE Indirect Investment Services Limited (Property
Adviser to Green REIT)
Stephen Hubbard / Chris Brett / Mark Evans Tel: +44 207 182
2000
Green REIT Press enquiries
Drury | Porter Novelli
Billy Murphy Tel: +353 1 260 5000
/
+353 87 231 3085
Eastdil Secured (Financial Adviser to Henderson
Park) Tel: +44 (0)20 7074
James McCaffrey / Max von Hurter 4950
Wells Fargo Securities (Financial Adviser to
Henderson Park) Tel: +44 (0)20 3942
Sam Small / Chris Tucker 8000
Henderson Park Press enquiries
FTI Consulting (International)
Richard Sunderland Tel: +44 (0)20 3727
1000
Statements required by the Irish Takeover Rules
The Green REIT Directors accept responsibility for the
information contained in this announcement, except for any
recommendation and related opinions of the Independent Green REIT
Board. The Independent Green REIT Board accept responsibility for
any recommendation and related opinions of the Independent Green
REIT Board contained in this announcement. To the best of the
knowledge and belief of the Green REIT Directors and the
Independent Green REIT Board (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.
J.P. Morgan Securities plc, which conducts its UK and Ireland
investment banking business as J.P. Morgan Cazenove, is authorised
by the PRA and regulated by the PRA and the FCA. J.P Morgan
Cazenove is acting as financial adviser exclusively for Green REIT
and no one else in connection with the Acquisition and the matters
set out in this announcement. In connection with such matters, J.P.
Morgan Cazenove, its affiliates and their respective partners,
directors, officers, employees and agents will not regard any
person other than Green REIT as their client, nor will they be
responsible to anyone other than Green REIT for providing the
protections afforded to their clients or for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matter referred to in this announcement.
Davy, which is authorised and regulated in Ireland by the
Central Bank of Ireland, is acting exclusively for Green REIT and
no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Green
REIT for providing the protections afforded to clients of Davy or
for providing advice in connection with the matters referred to in
this announcement.
"Wells Fargo Securities" and "Eastdil Secured" are both trading
names of Wells Fargo Securities International Limited. Wells Fargo
Securities International Limited is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom. Wells Fargo
Securities International Limited (trading as "Wells Fargo
Securities" and "Eastdil Secured") is acting exclusively as
financial adviser to Henderson Park and Bidco and will not be
responsible to anyone other than Henderson Park and Bidco for
providing the protections afforded to its clients, or for providing
advice in relation to the matters set out in this announcement.
Arthur Cox is acting as legal adviser to Green REIT and A&L
Goodbody is acting as legal adviser to Henderson Park and
Bidco.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form any part of any offer
or invitation, or the solicitation of an offer, to purchase or
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.
This announcement has been prepared for the purpose of complying
with the laws of Ireland and the Irish Takeover Rules 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 of jurisdictions outside of Ireland.
Overseas Shareholders
The distribution, release or publication of this announcement in
or into certain jurisdictions other than Ireland or the United
Kingdom may be restricted by the laws of those jurisdictions and
therefore any persons who are subject to the laws of any
jurisdiction other than Ireland or the United Kingdom should inform
themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable requirements may constitute a
violation of the securities laws of such jurisdiction. This
announcement is not intended to and does not constitute, or form
part of, any offer to sell or issue or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful.
Publication on website
A copy of this announcement will be available on Green REIT's
website at
https://www.greenreitplc.com/investorrelations/disclaimer-offer/
free of charge, subject to certain restrictions relating to persons
in Restricted Jurisdictions, by no later than 12.00 noon (Irish
time) on the business day following this announcement. Unless
expressly provided otherwise, information contained on, or
accessible through, any website referred to in this announcement is
not incorporated into, and does not form part of, this announcement
and any reference to a website in this announcement is an inactive
textual reference only.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQLLFEELILSLIA
(END) Dow Jones Newswires
November 14, 2019 13:12 ET (18:12 GMT)
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