TIDMMCS
RNS Number : 2628N
McCarthy & Stone PLC
28 January 2021
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
28 January 2021
Recommended Cash OFFER
for
McCarthy & Stone plc
by
Mastiff Bidco Limited
which is a company indirectly and wholly-owned by Lone Star Real
Estate Fund VI, L.P.
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Court sanction of Scheme
On 23 October 2020, the board of directors of McCarthy &
Stone plc (McCarthy & Stone) and Mastiff Bidco Limited (Bidco)
announced that they had reached agreement on the terms of a
recommended cash offer by Bidco for the entire issued and to be
issued share capital of McCarthy & Stone. On 7 December 2020,
the boards of directors of Bidco and McCarthy & Stone announced
that they reached agreement on the terms of an increased and final
recommended cash offer (the Acquisition). The Acquisition is to be
effected by means of a scheme of arrangement under part 26 of the
Companies Act (the Scheme).
Further to the announcements made on 8 December 2020 in relation
to the results of the Court Meeting and General Meeting and the
satisfaction of the EU Anti-trust Condition, McCarthy & Stone
and Bidco are pleased to announce that the Court has today issued
the Court Order sanctioning the Scheme.
The Scheme will become effective upon the delivery of a copy of
the Court Order to the Registrar of Companies which is expected to
occur on 1 February 2020.
Next steps
McCarthy & Stone confirms that the Scheme Record Time will
be 6.30 p.m. on 29 January 2021.
A request has been made for the suspension of the listing of
McCarthy & Stone Shares on the premium segment of the Official
List and the admission to trading of McCarthy & Stone Shares on
the London Stock Exchange's Main Market with effect from 7.30 a.m.
on 1 February 2021. The last day of dealing in McCarthy & Stone
Shares will therefore be 29 January 2021, and once suspended, it is
not expected that trading in McCarthy & Stone Shares will
recommence.
It is expected that, subject to the Scheme becoming Effective on
1 February 2021, the listing of the McCarthy & Stone Shares on
the premium listing segment of the Official List and the trading of
McCarthy & Stone Shares on the London Stock Exchange's Main
Market will each be cancelled with effect from 8.00 a.m. on 2
February 2021.
A further announcement will be made when the Scheme has become
Effective.
If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to McCarthy & Stone
Shareholders by announcement through a Regulatory Information
Service. Such announcement will, subject to certain restrictions
relating to persons in Restricted Jurisdictions, also be available
on McCarthy & Stone's website at
www.mccarthyandstonegroup.co.uk.
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the scheme
document published and made available to McCarthy & Stone
Shareholders on 16 November 2020. All references to time are to
London times.
Enquiries:
McCarthy & Stone plc +44 (0) 1202 292480
Martin Abell (CFO)
Adam Batty (Group General Counsel & Company
Secretary)
Marina Calero (IR Director)
+44 (0) 20 7280
Rothschild & Co 5000
(Lead financial adviser to McCarthy & Stone)
Alex Midgen
Peter Everest
Phil Hare
+44 (0) 20 7545
Deustche Bank AG, London Branch 8000
(Financial adviser and joint corporate broker
to McCarthy & Stone)
Neil Collingridge
James Arculus
Simon Hollingsworth
Raed El-Dana
+44 (0) 207 418
Peel Hunt 8900
(Co-financial adviser and joint corporate broker
to McCarthy & Stone)
Charles Batten
Harry Nicholas
Miles Cox
+44 (0) 207 250
Powerscourt 1446
(Public relations adviser to McCarthy & Stone)
Justin Griffiths
Nick Dibden
Victoria Heslop
Moelis & Company +44 (0) 20 7634
(Lead financial adviser to Lone Star and Bidco) 3500
Mark Aedy
Robert Sorrell
Liam Beere
Goldman Sachs International +44 (0) 20 7774
(Financial adviser to Lone Star and Bidco) 1000
Chris Emmerson
James Brodie
Headland
(Public relations adviser to Lone Star and Bidco)
+44 (0) 20 3435
Howard Lee 7481
+44 (0) 20 3805
Francesca Tuckett 4832
Important notices
Rothschild & Co, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for McCarthy &
Stone and for no one else in connection with the matters set out in
this announcement and will not regard any other person as its
client in relation to the matters referred to in this announcement
and will not be responsible to anyone other than McCarthy &
Stone for providing the protections afforded to its clients or for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this announcement.
Deutsche Bank is authorised and regulated by the European
Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the UK, Deutsche
Bank is authorised by the Prudential Regulation Authority with
deemed variation of permission. It is subject to regulation by the
Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the Temporary
Permissions Regime, which allows EEA-based firms to operate in the
UK for a limited period while seeking full authorisation, are
available on the Financial Conduct Authority's website. Neither
Deutsche Bank nor any of its subsidiaries, branches or affiliates
will be responsible to any person other than McCarthy & Stone
for providing any of the protections afforded to clients of
Deutsche Bank nor for providing advice in relation to any matters
referred to in this announcement. Neither Deutsche Bank nor any of
its subsidiaries, branches 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 Deutsche Bank in connection with this
announcement, any statement contained herein, or otherwise.
Deutsche Bank, acting through its London branch, is acting as
financial adviser and joint corporate broker to McCarthy &
Stone and no other person in connection with the contents of this
announcement.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for McCarthy & Stone
and for no-one else in connection with the matters described in
this announcement and will not regard any other person as its
client in relation to the matters referred to in this announcement
and will not be responsible to anyone other than McCarthy &
Stone for providing the protections afforded to clients of Peepl
Hunt LLP nor for providing advice in relation to matters described
in this announcement.
Moelis & Company, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Lone Star and
Bidco and for no one else in connection with the matters described
in this announcement and will not be responsible to anyone other
than Lone Star and Bidco for providing the protections afforded to
clients of Moelis & Company nor for providing advice in
connection with the matters referred to herein. Neither Moelis
& Company 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 Moelis & Company in connection
with this announcement, any statement contained herein or
otherwise.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Lone Star 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 Lone Star and Bidco for providing
the protections afforded to clients of Goldman Sachs International,
or for providing advice in relation to the matters referred to in
this announcement.
Cautionary note regarding forward-looking statements
All statements other than statements of historical facts
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative
thereof, are forward--looking statements. Such forward-looking
statements involve risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from
those projected or implied in any forward-looking statements. Due
to such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward-looking statements, which speak only
as of the date hereof. Neither McCarthy & Stone, nor any of its
associates, directors, officers or advisers, provide any
representation, assurance or guarantee that the occurrence of the
events expressed or
implied in any forward-looking statements in this announcement
(including information incorporated by reference into this
announcement) will actually occur. McCarthy & Stone disclaims
any obligation to update any forward-looking or other statements
contained herein, except as required by applicable law.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation, inducement or the solicitation of an offer to buy,
otherwise acquire, subscribe for, exchange, sell or otherwise
dispose of or exercise rights in respect of any securities, or the
solicitation of any vote or approval of an offer to buy securities
in any jurisdiction, pursuant to the Acquisition or otherwise, nor
shall there be any purchase, sale, issuance or transfer of
securities or such solicitation in any jurisdiction in
contravention of the laws of such jurisdiction. The Acquisition
will be implemented solely pursuant to the terms set out in the
Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document),
which, together with the Forms of Proxy, will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the Code 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 the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law. Persons who are not resident in the United Kingdom or who are
subject to the laws of other jurisdictions should inform themselves
of, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom or
who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their McCarthy & Stone Shares in
respect of the Scheme at the Court Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located or to which they
are subject. Further details in relation to Overseas Shareholders
are contained in the Scheme Document. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. Neither the US proxy solicitation
rules nor the tender offer rules under the US Exchange Act apply to
the Acquisition. Accordingly, the Acquisition is subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such a takeover would be made in the United States by Bidco and no
one else. In addition to any such Takeover Offer, Lone Star,
certain affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
shares in McCarthy & Stone outside such Takeover Offer before
or during the period in which such Takeover Offer would remain open
for acceptance. In accordance with normal United Kingdom practice
and pursuant to Rule 14e-5(b) of the US Exchange Act, if such
purchases or arrangements to purchase were to be made, they would
be made outside the United States and would comply with applicable
law, including the US Exchange Act. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the United Kingdom and
will be reported to the Regulatory News Service of the London Stock
Exchange.
In addition, any such Takeover Offer would be subject to UK
disclosure requirements, which are different from certain United
States disclosure requirements. Furthermore, the payment and
settlement procedure with respect to any Takeover Offer will comply
with the relevant United Kingdom rules, which differ from US
payment and settlement procedures, particularly with regard to the
date of payment of consideration.
None of the securities referred to in this announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this announcement or disapproved or passed judgment
upon the fairness or the merits of the Acquisition. Any
representation to the contrary is a criminal offence in the United
States.
McCarthy & Stone's financial statements, and all financial
information included in the Scheme Document, has been prepared in
accordance with international financial reporting standards and may
not be comparable to financial statements of companies in the
United States or other companies whose financial statements are
prepared in accordance with US generally accepted accounting
principles.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Acquisition will
not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must observe these
restrictions and must not mail or otherwise distribute or send them
in, into or from such jurisdictions where to do so would violate
the laws in that jurisdiction.
The Acquisition is subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange and the FCA.
Dealing and Opening Position 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 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (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 offerors, 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 p.m. (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 of the Code.
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 of
the Code).
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 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 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.
Publication on website
In addition to the documents which are already available for
inspection, as set out in the Rule 2.7 Announcement and the Scheme
Document, a copy of this announcement and the documents required to
be published pursuant to Rule 26.1 of the Code will be available
free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Bidco's website at
http://www.lsrefvimastiff.com/ and on McCarthy & Stone's
website at www.mccarthyandstonegroup.co.uk by no later than 12 noon
on the Business Day following the date of this announcement. The
content of the websites referred to in this announcement are not
incorporated into and do not form part of this announcement.
McCarthy & Stone Shareholders may request a hard copy of
this announcement (and any information incorporated by reference in
this announcement) by writing to Link Group, The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU or by calling Link Group
on +44 (0)371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday
to Friday (excluding public holidays in England and Wales). Please
note that Link Group cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes. It is important that you note that unless you
make such a request, a hard copy of this announcement and any such
information incorporated by reference in it will not be sent to
you. You may also request that all future documents, announcements
and information to be sent to you in relation to the Acquisition
should be in hard copy form. If a McCarthy & Stone Shareholder
has received this announcement in electronic form, hard copies of
this announcement and any document or information incorporated by
reference into this announcement will not be provided unless such a
request is made.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial adviser.
This information is provided by RNS, the news service of the
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END
OUPBPMATMTTTBBB
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January 28, 2021 10:28 ET (15:28 GMT)
Mccarthy & Stone (LSE:MCS)
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