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RNS Number : 8123E
Brookfield Property Partners L.P
13 February 2015
13 February 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART IN, INTO OR FROM ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Mandatory Recommended Cash Offer
for
Canary Wharf Group plc ("Canary Wharf Group")
by
an entity jointly controlled by
Qatar Investment Authority ("QIA")
and
Brookfield Property Partners L.P. ("Brookfield")
Publication of Offer Document
On 5 February 2015, QIA and Brookfield announced the terms of a
mandatory cash offer for the acquisition of the entire issued and
to be issued ordinary share capital of Canary Wharf Group not owned
by Songbird Estates plc (the "Canary Wharf Group Offer"), such
offer to be made by CWG Bidco, an entity jointly controlled by QIA
and Brookfield.
CWG Bidco announces that the offer document containing the full
terms of the Canary Wharf Group Offer and the procedures for
acceptance (the "Offer Document") is being published today together
with the Form of Acceptance. The Offer Document contains a letter
from Sir George Iacobescu CBE, chairman of Canary Wharf Group,
which includes a recommendation by the board of Canary Wharf Group
that Canary Wharf Group Shareholders should accept the Canary Wharf
Group Offer.
The Offer Document, together with those documents listed in
paragraph 15 of Appendix V to the Offer Document, will be available
on the website of Bidco at www.songbirdoffer.com and on the website
of Canary Wharf Group at
http://group.canarywharf.com/investors/offer up to and including
the end of the Canary Wharf Group Offer.
For the avoidance of doubt, the content of such website is not
incorporated into, and does not form part of, this
announcement.
Defined terms used but not defined in this announcement have the
meanings set out in the Offer Document.
Enquiries:
+44 (0) 20 7418
Canary Wharf Group 2312
John Garwood (Company Secretary)
Barclays Bank plc, acting through its Investment +44 (0) 20 7623
Bank (Joint financial adviser to QIA and Bidco) 2323
Derek Shakespeare
Jean-Philippe Establier
Tom Boardman (Corporate Broking)
Citigroup Global Markets Limited (Joint financial +44 (0) 20 7986
adviser to QIA and Bidco) 4000
Jan Skarbek
Edward McBride
Charles Lytle (Corporate Broking)
HSBC Bank plc (Financial adviser to Brookfield +44 (0) 20 7991
and joint financial adviser to Bidco) 8888
Oliver Smith
Richard Choi
Simon Alexander (Corporate Broking)
Rothschild (Joint financial adviser to Canary +44 (0) 20 7280
Wharf Group) 5000
Alex Midgen
Robert Waddingham
Peter Everest
Morgan Stanley & Co. International plc (Joint +44 (0) 20 7425
financial adviser to Canary Wharf Group) 8000
Guy Metcalfe
Nick White
Ian Hart
+44 (0) 20 7251
Finsbury (PR adviser to QIA) 3801
James Murgatroyd
David Henderson
+44 (0) 20 7360
Smithfield (PR adviser to Brookfield) 4900
John Kiely
Ged Brumby
Brunswick Group (PR adviser to Canary Wharf +44 (0) 20 7404
Group) 5959
Simon Sporborg
Rosheeka Field
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 QIA and Bidco and no one else in connection
with the Songbird Offer and the Canary Wharf Group Offer and will
not be responsible to anyone other than QIA and Bidco for providing
the protections afforded to clients of Barclays nor for providing
advice in relation to the Songbird Offer and the Canary Wharf Group
Offer or any other matter referred to in this announcement.
Citigroup, 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 QIA and Bidco and no one else in connection
with the Songbird Offer and the Canary Wharf Group Offer and will
not be responsible to anyone other than QIA and Bidco for providing
the protections afforded to clients of Citigroup nor for providing
advice in relation to the Songbird Offer and the Canary Wharf Group
Offer or any other matter referred to in this announcement.
HSBC, 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 Brookfield and Bidco and no one else in connection
with the Songbird Offer and the Canary Wharf Group Offer and will
not be responsible to anyone other than Brookfield and Bidco for
providing the protections afforded to clients of HSBC nor for
providing advice in relation to the Songbird Offer and the Canary
Wharf Group Offer or any other matter referred to in this
announcement.
N M Rothschild & Sons Limited ("Rothschild"), 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 Canary
Wharf Group and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Canary Wharf Group for providing the protections
offered to clients of Rothschild nor for providing advice in
relation to the subject matter of this announcement or any other
matters referred to in this announcement.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
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 as financial
adviser to Canary Wharf Group and no one else in connection with
the matters described in this announcement. In connection with such
matters, Morgan Stanley, its affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or
for providing advice in relation to any possible transaction, the
contents of this document or any other matter referred to
herein.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval of an offer
to buy securities in any jurisdiction, pursuant to the Songbird
Offer, Canary Wharf Group Offer or otherwise. Any response in
respect of the Canary Wharf Group Offer should be made only on the
basis of information contained in the Canary Wharf Group Offer
Document, which will contain the full terms of the Canary Wharf
Group Offer, including how the Canary Wharf Group Offer may be
accepted. Canary Wharf Group Shareholders are advised to read the
formal documentation in relation to the Canary Wharf Group Offer
carefully once it has been despatched. 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 Shareholders
The Canary Wharf Group Offer is not capable of acceptance from
or within any jurisdiction where to do so would violate the laws in
that jurisdiction. Accordingly, persons reading this announcement
or receiving the Offer Document, the Form of Acceptance and any
accompanying document (including, without limitation, custodians,
nominees and trustees) who have a contractual or legal obligation
or who may otherwise intend to forward this announcement, the Offer
Document, the Form of Acceptance and any accompanying document must
not mail or otherwise distribute or send them in, into or from any
jurisdiction where to do so would violate the laws in that
jurisdiction, as doing so may invalidate any purported acceptance
of the Canary Wharf Group Offer. The availability of the Canary
Wharf Group Offer to Canary Wharf Group Shareholders who are not
resident in the United Kingdom, or who are citizens, residents or
nationals of jurisdictions outside the United Kingdom or who are
nominees of, or custodians or trustees for, citizens, residents or
nationals of other jurisdictions, may be prohibited or affected by
the laws of the relevant jurisdictions in which they are citizens
or of which they are residents or nationals. Such persons should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions.
Any Canary Wharf Group Shareholder who is in any doubt as to
what action he/she should take is recommended to seek his/her
personal financial advice immediately from his/her stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser who, if such person is taking advice in the United Kingdom,
is authorised pursuant to the Financial Services and Markets Act
2000 or, if such person is in a territory outside the United
Kingdom, from an appropriately authorised independent financial
adviser.
Notice to US investors
The Songbird Offer was made and the Canary Wharf Group Offer is
being made for securities of a United Kingdom company and Songbird
Shareholders and Canary Wharf Group Shareholders in the United
States should be aware that this announcement, the Songbird Offer
Document, the Canary Wharf Group Offer Document and any other
documents relating to the Songbird Offer or the Canary Wharf Group
Offer have been or will be prepared in accordance with the Code and
United Kingdom disclosure requirements, format and style, all of
which differ from those in the United States. Songbird's and Canary
Wharf Group's financial statements, and all financial information
that is included in this announcement or that may be included in
the Songbird Offer Document, Canary Wharf Group Offer Document or
any other documents relating to the Songbird Offer or Canary Wharf
Group Offer, have been or will be prepared in accordance with
United Kingdom generally accepted accounting principles and
International Financial Reporting Standards and may not be
comparable to financial statements of United States companies.
The Songbird Offer was made and the Canary Wharf Group Offer is
being made in the United States pursuant to applicable US tender
offer rules and securities laws (or pursuant to exemptive relief
therefrom granted by the United States Securities and Exchange
Commission (the "SEC")) and otherwise in accordance with the
requirements of the Code, the Panel, the London Stock Exchange and
the UK Financial Conduct Authority. Accordingly, the Songbird Offer
and the Canary Wharf Group Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under United
States domestic tender offer procedures and law.
In accordance with the Code and normal United Kingdom market
practice and subject to exemptive relief granted by the SEC from
Rule 14e-5 under the United States Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or pursuant to Rule 14e-5(b) under
the Exchange Act (if applicable), Bidco and CWG Bidco or their
nominees or brokers (acting as agents) may from time to time make
certain purchases of, or arrangements to purchase, Songbird Shares
and Canary Wharf Group Shares outside the United States, otherwise
than pursuant to the Songbird Offer or Canary Wharf Group Offer,
respectively, before or during the period in which the Songbird
Offer or Canary Wharf Group Offer, respectively, remains open for
acceptance, such as in open market purchases at prevailing prices
or privately negotiated purchases at negotiated prices. Such
purchases, or arrangements to purchase, will comply with all
applicable United Kingdom rules, including the Code and the rules
of the London Stock Exchange. In addition, in accordance with the
Code, normal United Kingdom market practice and Rule 14e-5(b) of
the Exchange Act, Barclays, Citigroup and HSBC will continue to act
as exempt principal traders in Songbird securities on the London
Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Code will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com. This information will also be
publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.
Forward looking statements
This announcement and the Offer Document contain statements
which are, or may be deemed to be, "forward-looking statements"
which are prospective in nature. All statements other than
statements of historical fact may be forward-looking statements.
They are based on current expectations and projections about future
events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects", "is
expected", "is subject to", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", "believes", "targets",
"aims", "projects" or words or terms of similar substance or the
negative thereof, as well as variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future
expectations.
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 of this
announcement. Any forward-looking statements made in this
announcement or the Offer Document are made as of the date of this
announcement based on the opinions and estimates of Brookfield and
QIA. Each of Bidco, CWG Bidco, Brookfield, QIA and their respective
members, directors (including the CWG Bidco Director), officers,
employees, advisers and any person acting on behalf of one or more
of them, expressly disclaims any intention or obligation to update
or revise any forward-looking or other statements contained in this
announcement or the Offer Document, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
None of Bidco, CWG Bidco, Brookfield and QIA, nor their
respective members, directors (including the CWG Bidco Director),
officers or employees, advisers or any person acting on their
behalf, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this document will actually
occur.
No forward-looking or other statements have been reviewed by the
auditors of Bidco, CWG Bidco, Brookfield, QIA, Songbird or Canary
Wharf Group. All subsequent oral or written forward-looking
statements attributable to any of CWG Bidco, Brookfield, QIA, or
their respective members, directors (including the CWG Bidco
Director), officers, advisers or employees or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above.
Disclosure requirements of the Takeover Code (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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 offeror, 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 pm (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.
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).
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 Takeover Panel's website at http://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
A copy of this announcement and the display documents required
to be published pursuant to Rule 26 of the Code are available, free
of charge and subject to certain restrictions relating to persons
in Restricted Jurisdictions, on Bidco's website at
www.songbirdoffer.com and on Canary Wharf Group's website at
http://group.canarywharf.com/investors/offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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