On 3 July 2019, the board of CBRE Group, Inc. (“CBRE”) and Telford Homes Plc (“Telford Homes”) announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Telford Homes by CBRE (or at CBRE's election, one or more direct or indirect wholly-owned subsidiaries of CBRE), (the “Acquisition”).
The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the “Scheme”).
Telford Homes is pleased to announce that the scheme document containing, amongst other things, the full terms and conditions of the Acquisition (the “Scheme Document”), together with the related Forms of Proxy, was published yesterday and made available on the Company's website as well as being posted to Telford Homes Shareholders and, for information only, to persons with information rights and participants in the Telford Homes Share Plans.
The Telford Homes Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Telford Homes Directors, Rothschild & Co has taken into account the commercial assessments of the Telford Homes Directors.
Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.
The Scheme Document contains, among other things, a letter from the Chairman of Telford Homes, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, the full terms and conditions of the Acquisition and notices of the Court Meeting and the General Meeting necessary to implement the Scheme. In order to become effective, the Scheme requires, among other things, the approval of a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares. In addition, a special resolution implementing the Scheme must be passed by Telford Homes Shareholders representing at least 75 per cent. of votes cast at the General Meeting.
Notice of Shareholder Meetings
The Court Meeting and the General Meeting will be held at the offices of Reed Smith LLP, the Broadgate Tower, 20 Primrose Street, London, EC2A 2RS on 6 August 2019. The Court Meeting will commence at 10.00 a.m. and the General Meeting at 10.15 a.m. (or, if later, as soon as the Court Meeting has been concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document, and Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.
Action required
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. You are therefore strongly urged to complete and return both your Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible and, in any event, by no later than 10.00 a.m. on 2 August 2019 and by no later than 10.15 a.m. on 2 August 2019, in the case of the General Meeting.
Holders of Telford Homes Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
The Scheme Document contains an expected timetable of principal events relating to the Scheme which is set out as follows (the following dates are indicative only and subject to change and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived):
|
EVENT |
DATE |
|
Latest time for lodging Forms of Proxy for: Court Meeting (BLUE form) General Meeting (WHITE form) |
10.00 a.m. on 2 August 2019 10.15 a.m. on 2 August 2019 |
|
Voting Record Time |
close of business on 2 August 2019 |
|
Court Meeting |
10.00 a.m. on 6 August 2019 |
|
General Meeting |
10.15 a.m. on 6 August 2019 |
|
The following dates are indicative only and subject to change |
|
|
Court Hearing Date |
A date expected to be in the third quarter of 2019, subject to EU Merger Clearance (“D”) |
|
Last day of dealings in, and for registration of transfers of Telford Homes Shares and disablement of Telford Homes Shares in CREST |
D+1 Business Day |
|
Suspension of dealings in Telford Homes Shares on AIM |
close of business on D+1 Business Day |
|
Scheme Record Time |
close of business on D+2 Business Days |
|
Effective Date |
D+3 Business Days |
|
Cancellation of admission to trading of Telford Homes Shares to AIM |
no later than 8.00 a.m. on the Business Day after the Effective Date |
|
Latest date for despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme |
14 days after the Effective Date |
|
Long Stop Date |
3 December 2019 |
Publication of the Scheme Document
The Scheme Document and the documents required to be published by Rule 26 of the Takeover Code are available subject to certain restrictions relating to persons residing in Restricted Jurisdictions, on CBRE's website at https://www.cbre.co.uk and on Telford Homes' website at www.telfordhomes-ir.london and will be until the end of the Acquisition.