TIDMMCS
RNS Number : 5299N
McCarthy & Stone PLC
01 February 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
1 February 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
Scheme of arrangement becomes Effective
On 23 October 2020, the boards 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 of 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 was to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the Scheme).
McCarthy & Stone and Bidco are pleased to announce that the
Scheme has now become Effective in accordance with its terms,
following the delivery of the Court Order to the Registrar of
Companies today. This follows the Court's sanction of the Scheme at
the Scheme Sanction Hearing held on 28 January 2021.
Settlement of Consideration
Under the terms of the Scheme, Scheme Shareholders on the
register of members of McCarthy & Stone at the Scheme Record
Time, being 6.30 p.m. on 29 January 2021, are entitled to receive
120 pence in cash for each Scheme Share held. Settlement of the
consideration to which any Scheme Shareholder is entitled will be
effected by way of the despatch of cheques or the crediting of
CREST accounts (for Scheme Shareholders holding Scheme Shares in
certificated form and in uncertificated form, respectively) by no
later than 15 February 2021.
Suspension and cancellation of listing and trading
The listing of McCarthy & Stone Shares on the premium
listing segment of the Official List and the admission to trading
of McCarthy & Stone Shares on the London Stock Exchange's Main
Market were suspended with effect from 7.30 a.m. today.
It is expected that 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.
Board changes
As the Scheme has now become Effective, McCarthy & Stone
duly announces that, as of today's date, Savvas Savvides, Valentyn
Makarenko, Patrick Lebreton, Timothy Beaulac and James Riddell have
been appointed to the board of directors of McCarthy & Stone
and Francis Nelson, Gillian Barr, John Carter, Geeta Nanda and Arun
Nagwaney have resigned as directors of McCarthy & Stone. Paul
Lester has agreed with Bidco that he will remain on the board of
McCarthy and Stone for a six month transitional period.
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 times 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 Peel
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 Bidco nor McCarthy & Stone, nor
any of their respective 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. Bidco and McCarthy & Stone disclaim 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 has been
effected by means of a scheme of arrangement under the laws of
England and Wales. The scheme was subject to UK disclosure
requirements, which are different from certain United States
disclosure requirements.
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.
Publication on website
A copy of this announcement 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/or 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.
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
London Stock Exchange. RNS is approved by the Financial Conduct
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of this information may apply. For further information, please
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Policy.
END
OUPEAEAFEEFFEFA
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February 01, 2021 05:04 ET (10:04 GMT)
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