TIDMINRE
RNS Number : 5532F
Invista Real Est Inv. Mgt Hldgs PLC
18 June 2012
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 OF SUCH JURISDICTION
18 June 2012
RECOMMENDED OFFER
for
Invista Real Estate Investment Management Holdings plc
("Invista")
by
Palmer Capital Investors (India) Limited ("Palmer Capital")
(to be implemented by way of a Scheme of Arrangement under Part
26 of the Companies Act)
Summary
-- The boards of Palmer Capital and Invista are pleased to
announce that they have reached agreement on the terms of a
recommended offer under which Palmer Capital will acquire the
entire issued and to be issued share capital of Invista. It is
intended that the Offer be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act.
-- Under the terms of the Offer, Scheme Shareholders at the
Scheme Record Time will be entitled to receive:
-- for each Ordinary Share 14.75 pence in cash
-- for each Preferred Ordinary Share GBP1.00 in cash
-- The Offer values the entire issued and to be issued share capital of Invista at GBP39,672,517, each Ordinary Share at 14.75 pence and each Preferred Ordinary Share at GBP1.00. The consideration of 14.75 pence for each Ordinary Share represents a premium of approximately 83.5 per cent. to the Closing Price of 8.0 pence per Ordinary Share on 22 May 2012, being the last trading day before the date of the announcement of the Internos Offer and a premium of approximately 19.2 per cent. over the Closing Price of 12.4 pence per Ordinary Share on 15 June 2012, being the last trading day before the date of this announcement.
-- The Offer price in respect of each Ordinary Share is 18%
higher than that offered by the Internos Offer but in all other
material respects it is on the same terms. Accordingly, the Invista
Directors unanimously withdraw their recommendation of the Internos
Offer and intend unanimously to recommend Invista Shareholders to
vote in favour of the Scheme and the resolutions at the Court
Meetings and the General Meeting in respect of the Offer by Palmer
Capital and to adjourn the court meetings and the general meeting
in respect of the Internos Offer.
-- No dividends will be paid by Invista between the date of this
announcement and the Effective Date or, if earlier, the date the
Offer lapses, terminates or is withdrawn.
-- Palmer Capital was incorporated on 1 June 2012 as a
wholly-owned subsidiary of Palmer Capital Investors for the purpose
of making the Offer. The Palmer Capital Group is a privately owned
real estate investment manager and venture capital business which
manages assets across Europe and has offices in London, Munich and
Hong Kong. The Palmer Capital Group has raised around GBP350
million of equity from a number of institutional clients which is
invested in closed ended real estate funds in the UK.
-- The Invista Group manages investments in commercial property
assets in the UK, Europe and Asia, with a total of GBP749 million
of assets under management as at 31 December 2011, including
co-investments in funds to which members of the Invista Group also
provide investment management services.
-- The Invista Group's current principal real estate investments
comprise co-investments in IREOF LP and IREIF LP. IREOF LP and
IREIF LP are closed-ended funds with a five year duration that
expires in February 2013 and May 2013, respectively. IREOF LP and
IREIF LP may be extended at the discretion of the investment
manager for up to two further one-year periods. IREOF LP has a
pan-European remit and currently has seven investments in various
locations: six in the UK, with one in Switzerland. IREIF LP is
focused on Asia and its single investment is a 50 per cent.
interest in BOSS LP, which, in turn, owns five self-storage assets
across Hong Kong and Singapore. The investment manager to each of
these funds is IREIM.
-- The cash consideration payable under the terms of the Offer
(and certain associated fees and expenses) will be funded by way of
(i) a loan investment of GBP1,000,000 made by Palmer Capital
Investors and (ii) loan facilities from TTG 1 and TTG 2 in the sums
of GBP23,425,684 and GBP16,574,316 respectively. It is intended
that the loan facilities will be repaid as soon as practicable
after the Effective Date (and the cancellation of admission to
trading on AIM of Invista's shares) by means of set-off against the
consideration payable by TTG 1 and TTG 2 in respect of the First LP
Transfer and the Second LP Transfer respectively.
-- The Invista Directors have been advised by Canaccord Genuity
Hawkpoint. The Invista Directors, who have been so advised by
Canaccord Genuity Hawkpoint, as the independent financial adviser
for the purposes of Rule 3 of the Takeover Code, consider the terms
of the Offer to be fair and reasonable. In providing its advice to
the Invista Directors, Canaccord Genuity Hawkpoint has taken into
account the commercial assessments of the Invista Directors.
-- The irrevocable undertakings given by Wellcome and HBOS
I&IG on 23 May 2012 in respect of the Internos Offer have
fallen away as a result of the announcement of this Offer.
-- The irrevocable undertakings given by Guy Eastaugh and Olivia
Dickson on 23 May 2012 in respect of the Internos Offer will remain
in place.
-- The Offer is conditional on, inter alia, certain regulatory
approvals, certain approvals by Invista Shareholders and the
sanction of the Scheme and the confirmation of the Capital
Reduction by the Court. In order to become effective, the Scheme
must be approved by a majority in number of each class of the
Scheme Shareholders voting at the relevant Court Meetings
representing not less than 75 per cent. in value of the Scheme
Shares held by the Scheme Shareholders of each class present and
voting in person or by proxy.
-- It is expected that the Scheme Document, containing further
information about the Offer and notices of the Court Meetings and
General Meeting together with the Forms of Proxy, will be posted on
or around 27 June 2012 and that the Offer and the resolutions
required to implement the Scheme will be put to Invista
Shareholders at the Court Meetings and the General Meeting. Subject
to the satisfaction or, where relevant, waiver of all relevant
Conditions (including any regulatory clearances), the Scheme is
expected to become effective in the second half of 2012.
Enquiries:
Palmer Capital
Alex Price +44 20 7409 5500
Ray Palmer +44 20 7409 5500
Fenchurch Advisory Partners (Financial Adviser to Palmer
Capital)
Richard Locke +44 20 7382 2222
Graham Marchant +44 20 7382 2222
Invista
Douglas Ferrans +44 20 7397 3784
Guy Eastaugh +44 20 7397 3772
Canaccord Genuity Hawkpoint (Financial Adviser and Rule 3
Adviser to Invista)
Charles Williams +44 207 665 4500
Edward Arkus +44 207 665 4500
Canaccord Genuity Limited (Corporate Broker to Invista)
Roger Lambert +44 20 7523 8350
Bruce Garrow +44 20 7523 8350
Media Enquiries:
FTI Consulting (PR Adviser to Invista)
Ed Gascoigne-Pees +44 20 7269 7132
The Offer will be made on the terms and subject to the
conditions and further terms set out herein and in Appendix I to
this announcement and the further terms and conditions to be set
out in the Scheme Document and Forms of Proxy when issued. The
bases and sources of certain financial information contained in
this announcement are set out in Appendix II to this announcement.
Certain terms used in this announcement are defined in Appendix III
to this announcement.
Fenchurch Advisory Partners, which is authorised and regulated
in the UK by the FSA, is acting exclusively for Palmer Capital and
for no one else in connection with the Offer and this announcement
and will not be responsible to anyone other than Palmer Capital for
providing the protections afforded to clients of Fenchurch Advisory
Partners or for providing advice in connection with the Offer or
any matter referred to herein.
Canaccord Genuity Hawkpoint, which is authorised and regulated
in the UK by the FSA, is acting exclusively for Invista and is
acting for no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than
Invista for providing the protections afforded to clients of
Canaccord Genuity Hawkpoint nor for providing advice in connection
with the Offer or any matter referred to herein.
Palmer Capital reserves the right, with the consent of the Panel
(where necessary), to elect to implement the Offer by way of a
Takeover Offer as an alternative to the Scheme. Any such Takeover
Offer will be subject to an acceptance condition of Palmer Capital
having acquired (whether pursuant to the Offer or otherwise) such
percentage (being more than 50 per cent.) of the Invista Shares as
Palmer Capital may decide, having consulted with the Panel, and
will otherwise be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would
apply to the Scheme, and in compliance with applicable laws and
regulations.
This announcement is for information purposes only and does not
constitute, or form part of, an offer to sell nor an invitation to
subscribe for or purchase any securities nor the solicitation of an
offer to buy securities pursuant to the Offer or otherwise. The
Offer will be made solely by means of the Scheme Document, which
will contain the full terms and conditions of the Offer, including
details of how to vote in favour of the Scheme. Invista and Palmer
Capital urge Invista Shareholders to read the Scheme Document which
will be distributed to Scheme Shareholders in due course (with the
exception of certain Scheme Shareholders in Restricted
Jurisdictions), as it will contain important information relating
to the Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 release, publication or distribution of this announcement in
certain jurisdictions 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.
Unless otherwise determined by Palmer Capital or required by the
Code, and permitted by applicable law and regulation, the Offer
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
Offer by any means, instrumentality or from 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 other documents relating to the Offer
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
other documents relating to the Offer (including custodians,
nominees and trustees) 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 availability of the Offer to Invista Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
Further details in relation to overseas Invista Shareholders
will be contained in the Scheme Document.
The Offer relates to the shares in an English company and is
proposed to be made by means of a scheme of arrangement provided
for under company law of the United Kingdom. The scheme of
arrangement will relate to the shares of a UK company that is a
'foreign private issuer' as defined under Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended (the "Exchange Act"). A
transaction effected by means of a scheme of arrangement is not
subject to the shareholder vote, proxy and tender offer rules under
the Exchange Act. Accordingly, the Offer is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy and tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable in the UK that may not be comparable to the
financial statements of US companies.
If Palmer Capital exercises its right to implement the Offer by
way of a Takeover Offer, the Offer will be made in compliance with
applicable US laws and regulations, including applicable provisions
of the tender offer rules under the Exchange Act.
Forward-looking statements
This announcement, any oral statements made by Palmer Capital
Group Members or Invista in relation to the Offer, and other
information published by Palmer Capital Group Members or Invista
may contain statements about Palmer Capital Group Members and/or
Invista that are or may be 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. Forward-looking statements include
statements relating to the following: (i) the expected timetable
for implementing the Offer, future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Palmer Capital Group Members' or Invista's operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation on Palmer Capital Group Members' or
Invista's business.
These forward-looking statements are not guarantees of future
financial performance. Such forward-looking statements involve
known and unknown 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. Palmer Capital,
the other Palmer Capital Group Members and Invista disclaim any
obligation to update any forward-looking or other statements
contained herein, except as required by applicable law.
Not a profit forecast
No statement in this announcement is intended as a profit
forecast or profit estimate and no statement in this announcement
should be interpreted to mean that the future earnings per share of
Invista for current or future financial years will necessarily
match or exceed the historical or published earnings per share of
Invista.
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 paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 paper
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 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.
This summary should be read in conjunction with the full text of
this announcement. Appendix I to this announcement contains the
conditions to, and certain further terms of, the Offer. Appendix II
to this announcement contains further details of the sources of
information and bases of calculations set out in this announcement.
Appendix III contains definitions of certain expressions used in
this summary and in this announcement.
Publication on website
A copy of this announcement will be made available, free of
charge but subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at www.palmercapital.co.uk
and www.invistarealestate.com by no later than 12 noon (London
time) on the Business Day following the date of this
announcement.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on Palmer Capital Group's or Invista's website (or any
other website) is incorporated into, or forms part of, this
announcement.
You will not be sent a hard copy of this announcement unless you
request one. You may request a hard copy of this announcement, free
of charge, by contacting Fenchurch Advisory Partners Limited, Tower
42, 25 Old Broad Street, London EC2N 1HQ. Invista Shareholders may
also request that all future documents, announcements and
information to be sent to them in relation to the Offer should be
in hard copy form.
Rule 2.10 Disclosures
In accordance with Rule 2.10 of the Code, Invista confirms that
it has 267,247,750 Ordinary Shares in issue and admitted to trading
on the AIM market of the London Stock Exchange under ISIN reference
GB00B1CKTY16 and that it has 50,000 Preferred Ordinary Shares in
issue which are not admitted to listing or to trading on any
market.
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 OF SUCH JURISDICTION
18 June 2012
RECOMMENDED OFFER
for
Invista Real Estate Investment Management Holdings plc
("Invista")
by
Palmer Capital Investors (India) Limited ("Palmer Capital")
(to be implemented by way of a Scheme of Arrangement under Part
26 of the Companies Act)
1 Introduction
The boards of Palmer Capital and Invista are pleased to announce
that they have reached agreement on the terms of a recommended
offer under which Palmer Capital will acquire the entire issued and
to be issued share capital of Invista.
2 The Offer
It is intended that the Offer be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
Pursuant to the Offer, which will be subject to the conditions
and further terms set out below and in Appendix I and to the full
terms and conditions which will be set out in the Scheme Document,
Scheme Shareholders at the Scheme Record Time will be entitled to
receive:
-- for each Ordinary Share 14.75 pence in cash
-- for each Preferred Ordinary Share GBP1.00 in cash
The Offer values the entire issued and to be issued share
capital of Invista at GBP39,672,517, each Ordinary Share at 14.75
pence and each Preferred Ordinary Share at GBP1.00. The
consideration of 14.75 pence for each Ordinary Share represents a
premium of approximately 83.5 per cent. to the Closing Price of 8.0
pence per Ordinary Share on 22 May 2012, being the last trading day
before the date of the announcement of the Internos Offer and a
premium of approximately 19.2 per cent. to the Closing Price of
12.4 pence per Ordinary Share on 15 June 2012, being the last
trading day before the date of this announcement.
No dividends will be paid by Invista between the date of this
announcement and the Effective Date or, if earlier, the date the
Offer lapses, terminates or is withdrawn.
The Offer is conditional on, inter alia, certain regulatory
approvals, certain approvals by Invista Shareholders and the
sanction of the Scheme and the confirmation of the Capital
Reduction by the Court. In order to become effective, the Scheme
must be approved by a majority in number of each class of the
Scheme Shareholders voting at the relevant Court Meetings
representing not less than 75 per cent. in value of the Scheme
Shares held by the Scheme Shareholders of each class present and
voting in person or by proxy.
It is expected that the Scheme Document, containing further
information about the Offer and notices of the Court Meetings and
General Meeting together with the Forms of Proxy, will be posted on
or around 27 June 2012 and that the Offer and the resolutions
required to implement the Scheme will be put to Invista
Shareholders at the Court Meetings and the General Meeting. Subject
to the satisfaction or, where relevant, waiver of all relevant
Conditions (including regulatory clearances), the Scheme is
expected to become effective in the second half of 2012.
3 Background to and reasons for the Offer
In October 2010, Invista, having reviewed its strategic options,
issued a statement in which it said the interests of both clients
and shareholders of Invista would be best served through an orderly
realisation of value from Invista's assets, including its asset
management business, with the proceeds of such realisations
returned to Invista's shareholders in due course. The Board has now
concluded that the Offer is the most appropriate means of
implementing the strategy.
The Palmer Capital Group has real estate fund management teams
in the UK, Europe and Asia that have the necessary skills and
expertise to manage and maximise value from Invista's property
interests. They also have an entrepreneurial approach to managing
commercial property assets which is required to maximise value from
these assets. Palmer Capital's strategy is to achieve an orderly
realisation of IREOF LP and IREIF LP over the next two to three
years and Palmer Capital intends to work in conjunction with the
limited partners in IREIF LP and IREOF LP with a view to achieving
the best possible outcome for all stakeholders.
Palmer Capital believes that Invista's business activities no
longer require a quoted parent company and could be more
efficiently managed as a private company (please see paragraph 18
of this announcement).
4 Advisers and Recommendation
The Invista Directors have been advised by Canaccord Genuity
Hawkpoint. The Invista Directors, who have been so advised by
Canaccord Genuity Hawkpoint, as the independent financial adviser
for the purposes of Rule 3 of the Takeover Code, consider the terms
of the Offer to be fair and reasonable. In providing its advice to
the Invista Directors, Canaccord Genuity Hawkpoint has taken into
account the commercial assessments of the Invista Directors.
The Offer price in respect of each Ordinary Share is 18% higher
than that offered by the Internos Offer but in all other material
respects it is on the same terms. Accordingly, the Invista
Directors unanimously withdraw their recommendation of the Internos
Offer and intend unanimously to recommend Invista Shareholders to
vote in favour of the Scheme and the resolutions at the Court
Meetings and the General Meeting in respect of the Offer by Palmer
Capital (or, if the Offer is implemented by means of a Takeover
Offer, to accept or procure acceptance of the Takeover Offer) and
to adjourn the Court Meetings and the General Meeting in respect of
the Internos Offer.
5 Background to and reasons for recommendation
Following the loss of the Lloyds Banking Group investment
management mandates, Invista announced on 12 October 2010 that the
interests of both clients and shareholders of Invista would be best
served through an orderly realisation of value from Invista's
assets, including its asset management business, with the proceeds
of such realisations returned to Invista Shareholders in due
course.
Since that time, Invista has sold a number of balance sheet
assets and has undertaken a simplification and downsizing of the
business. GBP48 million of capital (18 pence per Ordinary Share)
was returned to Invista Shareholders in June 2011.
However, despite this progress, Invista has two remaining large
and complicated assets, being interests in IREOF LP and IREIF LP.
Both these assets are partnership interests in joint venture real
estate funds and, as such, are inherently complex. Efforts to
realise value from these assets in the short term have proved
challenging, given the nature of the assets, the need to reconcile
the interests of Invista's joint venture partners and the generally
poor market environment for secondary real estate.
The market environment for secondary assets like these continues
to be extremely testing. In the short term, it is the Board's
expectation that the realisation of value from IREOF LP and IREIF
LP would likely be at a significant discount to the value at which
they are carried in Invista's financial statements and there can be
no certainty or confidence as to when market conditions might
improve. The business has been downsized and its costs reduced
since October 2010 and Invista retains a much reduced
infrastructure and fund management capability to appropriately
support its remaining clients. However, the revenue from the
remaining clients has reached such a level that, as a result of the
asset realisation strategy, it is not covering Invista's cost base
and so Invista's cash reserves are being eroded as the business
continues to trade.
It is against this backdrop that the Board has considered
whether it might be in the interests of Invista Shareholders for
the Board to consider an offer for Invista as a whole, at a level
that represents fair value for Invista Shareholders, given the
reducing cash balances and the significant challenges and risks of
continuing to hold and manage the remaining assets if acceptable
prices are not forthcoming through a realisation process.
In this regard, the Board has given careful consideration to the
fundamental value of Invista's business and the current market
environment and believes that the cash offer put forward by Palmer
Capital represents a transaction that is both deliverable and which
also represents fair value for all Invista Shareholders. In
reaching its conclusions, the Board has taken into account the
following:
-- the Offer represents an opportunity for Invista Shareholders
to realise their entire investment in Invista in the short term, in
cash at a significant premium to the Closing Price of 8.0 pence per
Ordinary Share on 22 May 2012, being the last trading day before
the date of the announcement of the Internos Offer and a premium of
19.2 per cent. to the Closing Price of 12.4 pence per Ordinary
Share on 15 June 2012, being the last trading day before the date
of this announcement; and
-- the Offer price in respect of each Ordinary Share is 18%
higher than that offered by the Internos Offer but in all other
material respects it is on the same terms. Palmer Capital is an
established and credible buyer and its parent, Palmer Capital
Investors has a recognised institutional track record as an FSA
regulated asset manager and together with Palmer Capital Partners
has experience of complex transactions;
In the context of an offer for Invista as a whole, Invista
considered the merits of a number of proposals over an extended
period of time against the backdrop of a publicly announced asset
realisation strategy. This process resulted in the announcement of
Internos' Offer on 23 May 2012.
Since that time, the Board has received indicative proposals at
levels higher than the Internos Offer from a number of parties. In
order to select a preferred bidder, the Board requested that all
such parties put forward their best proposals to the same
timetable.
Whilst one of these proposals may have delivered a higher
headline value than the Offer, in evaluating the proposals the
Board has to take account of both contingent elements of
consideration and the risks of deliverability of any possible
offers to Invista Shareholders, as well as any potential time
delays and the associated execution risk that this may cause.
Therefore, having considered all such proposals, the Board has
concluded that the Palmer Capital Offer delivers the best overall
outcome for Invista's Shareholders.
In light of the above, the Board believes that the price of
14.75 pence per Ordinary Share and GBP1.00 per Preferred Ordinary
Share in cash represented by the Offer provides Invista
Shareholders with certainty and represents fair value for Invista
in today's difficult market conditions.
6 Irrevocable undertakings
The irrevocable undertakings given by Wellcome and HBOS I&IG
on 23 May 2012 in respect of the Internos Offer have fallen away as
a result of the announcement of this Offer. The irrevocable
undertakings given by Guy Eastaugh and Olivia Dickson on 23 May
2012 in respect of the Internos Offer will remain in place.
7 Information on Palmer Capital
Palmer Capital was incorporated on 1 June 2012 as a wholly-owned
subsidiary of Palmer Capital Investors for the purpose of making
the Offer. Palmer Capital Investors is regulated in the UK by the
FSA. The Palmer Capital Group is a privately owned real estate
investment manager and venture capital business which manages
assets across Europe and has major offices in London, Deventer
(Netherlands), Munich and Hong Kong. The Palmer Capital Group has
raised around GBP350 million of equity from a number of
institutional clients which is invested in closed ended real estate
funds in the UK.
Palmer Capital Partners is also a banking customer of Lloyds
Banking Group (of which HBOS I&IG is part) and its
predecessors. Wellcome is an investor in a real estate fund managed
by the Palmer Capital Group.
8 Information on Invista
The Invista Group manages investments in commercial property
assets in the UK, Europe and Asia, with a total of GBP749 million
of assets under management as at 31 December 2011, including
co-investments in funds to which members of the Invista Group also
provide investment management services.
The Invista Group's current principal real estate investments
comprise co-investments in IREOF LP and IREIF LP. IREOF LP and
IREIF LP are closed-ended funds with a five year duration that
expires in February 2013 and May 2013, respectively. IREOF LP and
IREIF LP may be extended at the discretion of the investment
manager for up to two further one-year periods. IREOF LP has a
pan-European remit and currently has seven investments in various
locations: six in the UK, with one in Switzerland. IREIF LP is
focused on Asia and its single investment is a 50 per cent.
interest in BOSS LP, which, in turn, owns five self-storage assets
across Hong Kong and Singapore. The investment manager to each of
these funds is IREIM.
For the year ended 31 December 2011, the Invista Group generated
revenue of GBP22.6 million, net profit of GBP0.5 million and
earnings per Invista Share of 0.2 pence. These financial results
include a significant proportion of revenue in relation to
investment mandates that Invista no longer manages following the
transfer of a number of fund management contracts to new managers.
Therefore, Invista will no longer receive this revenue going
forward. Invista had total assets under management of GBP749
million, cash of GBP35 million and a net asset value of GBP65
million as at 31 December 2011.
9 Management and employees
It is intended that, with effect from the Effective Date, each
of the directors of Invista will resign and that Ray Palmer, Alex
Price, Rupert Sheldon and Christopher Digby-Bell will be appointed
as directors of Invista.
Palmer Capital has given assurances to the Invista Directors
that the existing employment rights, including pension rights, of
all employees of the Invista Group will be fully safeguarded upon
completion of the Offer.
10 Invista Employee Share Schemes
Participants in the Invista Employee Share Schemes will be
contacted separately regarding the effect of the Offer on their
rights under the Invista Employee Share Schemes and appropriate
proposals will be made to such persons in due course.
11 Financing the Offer
The cash consideration payable under the terms of the Offer (and
certain associated fees and expenses) will be funded by way of (i)
a loan investment of GBP1,000,000 made by Palmer Capital Investors
and (ii) loan facilities from TTG 1 and TTG 2 in the sums of
GBP23,425,684 and GBP16,574,316 respectively.
It is intended that the outstanding loan liabilities owed to TTG
1 and TTG 2 be repaid as soon as practicable after the Effective
Date (and the cancellation of admission to trading on AIM of
Invista's shares) by means of set-off against the consideration
payable by TTG 1 and TTG 2 in respect of the First LP Transfer and
the Second LP Transfer respectively.
Palmer Capital will transfer (or procure the transfer of) IREIF
Investing Partner's limited partnership interest in IREIF LP to TTG
1 in accordance with the terms of the First SPA and IREOF Investing
Partner's limited partnership interest in the IREOF LP to TTG 2 in
accordance with the terms of the Second SPA, in each case as soon
as practicable following the Scheme becoming effective.
It is intended that the First LP Transfer and the Second LP
Transfer be effected by way of a reduction of the share capital of
each of the LPs and of Invista under section 641 of the Companies
Act or by such other method as may be legally permissible in each
case, to be commenced as soon as practicable following the Scheme
becoming effective. Neither of the First LP Transfer nor the Second
LP Transfer nor the related capital reductions will be commenced
until the Scheme becomes effective. The Scheme is not conditional
upon the completion of the First LP Transfer and/or the Second LP
Transfer.
Fenchurch Advisory Partners, independent financial adviser to
Palmer Capital, is satisfied that sufficient resources are
available to satisfy in full the cash consideration payable to
Invista Shareholders under the terms of the Offer.
12 Summary of certain offer-related arrangements
As referred to in paragraph 11 (above), Palmer Capital Investors
and the TTG Companies have respectively agreed to lend Palmer
Capital approximately GBP40,000,000 of the monies which Palmer
Capital requires to finance the cash consideration payable under
the terms of the Offer and that the outstanding loan liabilities
owed to TTG 1 and TTG 2 be repaid as soon as practicable after the
Effective Date (and the cancellation of admission to trading on AIM
of Invista's shares) by means of set-off against the consideration
payable by TTG 1 and TTG 2 in respect of the First LP Transfer and
the Second LP Transfer respectively.
In connection with these arrangements, Palmer Capital has
entered into the following agreements with TTG 1 and TTG2:
-- the TTG 1 Loan Agreement, pursuant to which TTG 1 has made
available to Palmer Capital a facility of GBP23,425,684. Interest
accrues on the loan at the same rate as is applicable to the
account in which the loan is held. Interest which has accrued under
the loan and which is standing to the credit of the account in
which the loan is held as at the date of the First LP Transfer is
payable to TTG 1 on the date of such transfer. If completion of the
First LP Transfer does not occur by the last day of the "Certain
Funds Period" (as defined in the TTG 1 Loan Agreement), the loan
and all interest accrued thereon is repayable in full, to the
extent not already repaid in accordance with the mechanism
described above;
-- the TTG 2 Loan Agreement, pursuant to which TTG 2 has made
available to Palmer Capital a facility of GBP16,574,316. The terms
of the agreement are substantially the same as those of the TTG 1
Loan Agreement;
-- the Palmer Capital Loan Agreement, pursuant to which Palmer
Capital Investors has made available to Palmer Capital a facility
of GBP1,000,000. The terms of the agreement are substantially the
same as those of the TTG 1 Loan Agreement and the TTG 2 Loan
Agreement;
-- the First SPA, pursuant to which TTG 1 has agreed to acquire
the IREIF Investing Partner's limited partnership interest in the
IREIF LP for GBP23,425,684 to be deemed repaid by way of set off
against the corresponding amount of Palmer Capital's liability to
repay sums to TTG 1 under the TTG 1 Loan Agreement. Completion of
the First SPA is conditional upon, inter alia, the Effective Date
having occurred and a capital reduction in accordance with section
641 of the Companies Act having become effective in accordance with
its terms in order to effect the First LP Transfer and the Second
LP Transfer;
-- the Second SPA, pursuant to which TTG 2 has agreed to acquire
the IREOF Investing Partner's limited partnership interest in the
IREOF LP for GBP16,574,316 to be deemed repaid by way of set off
against the corresponding amount of Palmer Capital's liability to
repay sums to TTG 2 under the TTG 2 Loan Agreement. Completion of
the Second SPA is conditional upon, inter alia, the Effective Date
having occurred and a capital reduction in accordance with section
641 of the Companies Act having become effective in accordance with
its terms in order to effect the First LP Transfer and the Second
LP Transfer; and
-- the Joint Venture Agreement, which is conditional upon
completion of the Scheme and pursuant to which Palmer Capital and
the TTG Companies will be responsible for the provision of certain
services to the Target. The Joint Venture Agreement provides for
the aggregation and subsequent apportionment of all the profits of
both Palmer Capital and the TTG Companies between Palmer Capital,
the TTG Companies and/or their respective affiliates. The
apportionment of the profits will be dependent upon certain
thresholds based on an agreed return being achieved. The TTG
Companies and/or their affiliates are entitled to share in the
majority of the profits. The services to be provided by Palmer
Capital under the terms of the Joint Venture Agreement include the
management of the Funds and, the services to be provided by the TTG
Companies, includes overseeing and providing strategic advice to
Palmer Capital.
On 27 March 2012 Palmer Capital Partners entered into a
confidentiality undertaking with Invista in relation to the
Acquisition including customary confidentiality provisions and
undertakings by Palmer Capital Partners not to solicit Invista's
employees.
Palmer Capital and Invista have entered into a Cooperation
Letter pursuant to which each has agreed to cooperate with the
other in relation to the obtaining of regulatory approvals in
connection with the Offer and to use reasonable endeavours to make
agreed proposals to participants in relation to the Invista
Employee Share Schemes. Details of these proposals will be set out
in the Scheme Document.
The above arrangements will be disclosed in the manner described
in paragraph 20 below.
13 Opening Position Disclosures and interests
Palmer Capital confirms that it will today make an Opening
Position Disclosure, setting out the details required to be
disclosed by it under Rule 8.1(a) of the Code.
14 Structure of the Offer
It is intended that the Offer will be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. The Scheme is an arrangement between Invista and the
Scheme Shareholders and is subject to the approval of the
Court.
The purpose of the Scheme is to provide for Palmer Capital to
become the holder of the entire issued and to be issued share
capital of Invista. This is to be achieved by the cancellation of
the Scheme Shares held by Scheme Shareholders and the application
of the reserve arising from such cancellation in paying up in full
such number of new ordinary shares of GBP0.0001 each in Invista
which is equal in nominal value to the nominal value of the Scheme
Shares cancelled and issuing such new ordinary shares to Palmer
Capital. Palmer Capital will subsequently pay the cash
consideration to which Invista Shareholders on the register of
members at the Scheme Record Time are entitled pursuant to the
terms of the Offer in consideration for the cancellation of the
Scheme Shares and the allotment and issue to Palmer Capital of the
new ordinary shares pursuant to the Scheme.
To become effective, the Scheme will require, amongst other
things, the approval by a majority in number of each class of
Scheme Shareholders representing at least 75 per cent. in value of
the Scheme Shares of each class held by such Scheme Shareholders
voting, either in person or by proxy, at the relevant Court
Meetings (or any adjournment thereof), and the passing by the
Invista Shareholders of a special resolution necessary to implement
the Scheme (including approving appropriate amendments to the
articles of association of Invista) at the General Meeting (or any
adjournment thereof). In addition, the Scheme must be sanctioned,
and the Capital Reduction must be confirmed, by the Court.
The Scheme will also be subject to certain conditions and
certain further terms referred to in Appendix I of this
announcement and to be set out in the Scheme Document.
Once the necessary approvals from Invista Shareholders have been
obtained and the other Conditions have been satisfied or (where
applicable) waived, the Scheme will become effective upon the
delivery of the Reduction Court Order to the Registrar. The Scheme
is expected to become effective in the second half of 2012. If the
Scheme does not become effective on or before the Long Stop Date,
it will lapse and the Offer will not proceed (unless the parties
agree otherwise with the consent of the Panel).
Upon the Scheme becoming effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meetings or the General Meeting.
Palmer Capital reserves the right, with the consent of the Panel
(where necessary), to elect to implement the Offer by way of a
Takeover Offer as an alternative to the Scheme. Any such Takeover
Offer will be subject to an acceptance condition of Palmer Capital
having acquired (whether pursuant to the Offer or otherwise) such
percentage (being more than 90 per cent.) of the Invista Shares as
Palmer Capital may decide, having consulted with the Panel, and
will otherwise be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would
apply to the Scheme, and in compliance with applicable laws and
regulations.
Further details of the Scheme, including how Scheme Shareholders
may participate in the Court Meetings and General Meeting, will be
contained in the Scheme Document.
15 Expected Timetable
Invista currently anticipates that:
(a) it will despatch the Scheme Document, together with the
Forms of Proxy, to Invista Shareholders and, for information only,
to the holders of options and awards granted under the Invista
Employee Share Schemes on or around 27 June 2012;
(b) the Court Meetings and General Meeting will take place on or
around 20 July 2012 but in any event by 5 November 2012; and
(c) subject to the Scheme becoming unconditional and effective
in accordance with its terms, the Offer is expected to become
effective in the second half of 2012, with the consideration being
payable to Invista Shareholders no later than 14 days after the
Effective Date.
The timing of events which relate to the implementation of the
Offer is, however, subject to the approval of the Court and is
therefore subject to change. A full anticipated timetable will be
set out in the Scheme Document.
If the Offer does not become effective by the Long Stop Date,
the Offer will lapse except where the approval of Invista
Shareholders at the Court Meetings and General Meeting is obtained
before this date, in which case the longstop date for the Offer may
be extended to such later date as Palmer Capital and Invista may
agree and, if appropriate, the Court may approve.
16 Regulatory conditions
The Offer will be subject to the conditions and further terms
set out below and in Appendix I and the full terms and conditions
which will be set out in the Scheme Document. Prior approval for
the Offer will be required from the FSA and the GFSC.
17 Overseas Shareholders
The availability of the Offer or distribution of this
announcement to persons not resident in the United Kingdom may be
prohibited or affected by the laws of the relevant jurisdictions.
Such persons should inform themselves about, and observe, any
applicable requirements. Further details in relation to overseas
Invista Shareholders will be contained in the Scheme Document.
18 Delisting and re-registration
It is intended that Palmer Capital will procure that Invista
cancels the admission of the Ordinary Shares to trading on AIM upon
or shortly after the Effective Date.
On the Effective Date, Invista will become a wholly-owned
subsidiary of Palmer Capital and share certificates in respect of
the Invista Shares will cease to be valid and should be destroyed.
Entitlements to Invista Shares held within the CREST system will be
cancelled on the Effective Date.
It is also proposed, as part of the application to Court in
connection with the Scheme, to seek an order of the Court pursuant
to section 651 of the Companies Act to re-register Invista as a
private limited company.
19 General
The Offer will be made on the terms and subject to the
conditions and further terms set out herein and in Appendix I to
this announcement. The bases and sources of certain financial
information contained in this announcement are set out in Appendix
II to this announcement. Certain terms used in this announcement
are defined in Appendix III to this announcement.
20 Documents on display
Copies of the following documents will be made available,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on Palmer Capital Group's website
(www.palmercapital.com) and Invista's website
(www.invistarealestate.com) by no later than 12 noon (London time)
on 19 June 2012 until the end of the Offer Period:
-- TTG 1 Loan Agreement;
-- TTG 2 Loan Agreement;
-- Palmer Capital Loan Agreement;
-- the First SPA;
-- the Second SPA;
-- the Cooperation Letter; and
-- the Joint Venture Agreement.
Enquiries:
Palmer Capital
Alex Price +44 20 7409 5500
Ray Palmer +44 20 7409 5500
Fenchurch Advisory Partners (Financial Adviser to Palmer
Capital)
Richard Locke +44 20 7382 2222
Graham Marchant +44 20 7382 2222
Invista
Douglas Ferrans +44 20 7397 3784
Guy Eastaugh +44 20 7397 3772
Canaccord Genuity Hawkpoint (Financial Adviser and Rule 3
Adviser to Invista)
Charles Williams +44 207 665 4500
Edward Arkus +44 207 665 4500
Canaccord Genuity Limited (Corporate Broker to Invista)
Roger Lambert +44 20 7523 8350
Bruce Garrow +44 20 7523 8350
Media Enquiries:
FTI Consulting (PR Adviser to Invista)
Ed Gascoigne-Pees +44 20 7269 7132
The Offer will be made on the terms and subject to the
conditions and further terms set out herein and in Appendix I to
this announcement and the further terms and conditions to be set
out in the Scheme Document and Forms of Proxy when issued. The
bases and sources of certain financial information contained in
this announcement are set out in Appendix II to this announcement.
Certain terms used in this announcement are defined in Appendix III
to this announcement.
Fenchurch Advisory Partners, which is authorised and regulated
in the UK by the FSA, is acting exclusively for Palmer Capital and
for no one else in connection with the Offer and this announcement
and will not be responsible to anyone other than Palmer Capital for
providing the protections afforded to clients of Fenchurch Advisory
Partners nor for providing advice in connection with the Offer or
any matter referred to herein.
Canaccord Genuity Hawkpoint, which is authorised and regulated
in the UK by the FSA, is acting exclusively for Invista and is
acting for no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than
Invista for providing the protections afforded to clients of
Canaccord Genuity Hawkpoint nor for providing advice in connection
with the Offer or any matter referred to herein.
Palmer Capital reserves the right, with the consent of the Panel
(where necessary), to elect to implement the Offer by way of a
Takeover Offer as an alternative to the Scheme. Any such Takeover
Offer will be subject to an acceptance condition of Palmer Capital
having acquired (whether pursuant to the Offer or otherwise) such
percentage (being more than 50 per cent.) of the Invista Shares as
Palmer Capital may decide, having consulted with the Panel, and
will otherwise be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would
apply to the Scheme, and in compliance with applicable laws and
regulations.
This announcement is for information purposes only and does not
constitute, or form part of, an offer to sell nor an invitation to
subscribe for or purchase any securities nor the solicitation of an
offer to buy securities pursuant to the Offer or otherwise. The
Offer will be made solely by means of the Scheme Document, which
will contain the full terms and conditions of the Offer, including
details of how to vote in favour of the Scheme. Invista and Palmer
Capital urge Invista Shareholders to read the Scheme Document which
will be distributed to Scheme Shareholders in due course (with the
exception of certain Scheme Shareholders in Restricted
Jurisdictions), as it will contain important information relating
to the Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 release, publication or distribution of this announcement in
certain jurisdictions 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.
Unless otherwise determined by Palmer Capital or required by the
Code, and permitted by applicable law and regulation, the Offer
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
Offer by any means, instrumentality or from 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 other documents relating to the Offer
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
other documents relating to the Offer (including custodians,
nominees and trustees) 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 availability of the Offer to Invista Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
Further details in relation to overseas Invista Shareholders
will be contained in the Scheme Document.
The Offer relates to the shares in an English company and is
proposed to be made by means of a scheme of arrangement provided
for under company law of the United Kingdom. The scheme of
arrangement will relate to the shares of a UK company that is a
'foreign private issuer' as defined under Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended (the "Exchange Act"). A
transaction effected by means of a scheme of arrangement is not
subject to the shareholder vote, proxy and tender offer rules under
the Exchange Act. Accordingly, the Offer is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy and tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable in the UK that may not be comparable to the
financial statements of US companies.
If Palmer Capital exercises its right to implement the Offer by
way of a Takeover Offer, the Offer will be made in compliance with
applicable US laws and regulations, including applicable provisions
of the tender offer rules under the Exchange Act.
Forward-looking statements
This announcement, any oral statements made by Palmer Capital
Group Members or Invista in relation to the Offer, and other
information published by Palmer Capital Group Members or Invista
may contain statements about Palmer Capital Group Members and/or
Invista that are or may be 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. Forward-looking statements include
statements relating to the following: (i) the expected timetable
for implementing the Offer, future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and
growth of Palmer Capital Group Members' or Invista's operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation on Palmer Capital Group Members' or
Invista's business.
These forward-looking statements are not guarantees of future
financial performance. Such forward-looking statements involve
known and unknown 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. Palmer Capital,
the other Palmer Capital Group Members and Invista disclaim any
obligation to update any forward-looking or other statements
contained herein, except as required by applicable law.
Not a profit forecast
No statement in this announcement is intended as a profit
forecast or profit estimate and no statement in this announcement
should be interpreted to mean that the future earnings per share of
Invista for current or future financial years will necessarily
match or exceed the historical or published earnings per share of
Invista.
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 paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper offeror, save to the extent that these details have
previously been disclosed under Rule. 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 8
of an offeree company or a paper 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 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.
This summary should be read in conjunction with the full text of
this announcement. Appendix I to this announcement contains the
conditions to, and certain further terms of, the Offer. Appendix II
to this announcement contains further details of the sources of
information and bases of calculations set out in this announcement.
Appendix III contains definitions of certain expressions used in
this summary and in this announcement.
Publication on website
A copy of this announcement will be made available, free of
charge but subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at www.palmercapital.co.uk
and www.invistarealestate.com by no later than 12 noon (London
time) on the Business Day following the date of this
announcement.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on Palmer Capital Group's or Invista's website (or any
other website) is incorporated into, or forms part of, this
announcement.
You will not be sent a hard copy of this announcement unless you
request one. You may request a hard copy of this announcement, free
of charge, by contacting Fenchurch Advisory Partners Limited, Tower
42, 25 Old Broad Street, London EC2N 1HQ. Invista Shareholders may
also request that all future documents, announcements and
information to be sent to them in relation to the Offer should be
in hard copy form.
Rule 2.10 Disclosures
In accordance with Rule 2.10 of the Code, Invista confirms that
it has 267,247,750 Ordinary Shares in issue and admitted to trading
on the AIM market of the London Stock Exchange under ISIN reference
GB00B1CKTY16 and that it has 50,000 Preferred Ordinary Shares in
issue which are not admitted to listing or to trading on any
market.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME
The Offer will be conditional upon the Scheme becoming
unconditional and becoming effective by not later than the Long
Stop Date or such later date (if any) as Palmer Capital and Invista
may, subject to the Takeover Code and/or with the consent of the
Panel, agree and (if required) the Court may approve.
The Scheme will be conditional upon:
(a) approval of the Scheme by a majority in number, representing
at least 75 per cent. in value, of the Ordinary Shareholders who
are on the register of members of Invista at the Voting Record Time
and who are also present and voting, either in person or by proxy,
at the Court Meeting of the Ordinary Shareholders or at any
adjournment of that meeting by not later than 31 August 2012 (or
such later date (if any) as Palmer Capital and Invista may, subject
to the Takeover Code and/or with the consent of the Panel, agree
and (if required) the Court may approve);
(b) approval of the Scheme by a majority in number, representing
at least 75 per cent. in value, of the Preferred Ordinary
Shareholders who are on the register of members of Invista at the
Voting Record Time and who are also present and voting, either in
person or by proxy, at the Court Meeting of the Preferred Ordinary
Shareholders or at any adjournment of that meeting by not later
than 31 August 2012 (or such later date (if any) as Palmer Capital
and Invista may, subject to the Takeover Code and/or with the
consent of the Panel, agree and (if required) the Court may
approve);
(c) the resolutions in connection with or required to approve
and implement the Scheme and approve the Capital Reduction, as set
out in the notice of the General Meeting, being duly passed by the
requisite majority at the General Meeting or at any adjournment of
that meeting by not later than 31 August 2012 (or such later date
(if any) as Palmer Capital and Invista may, subject to the Takeover
Code and/or with the consent of the Panel, agree and (if required)
the Court may approve); and
(d) (i) the sanction of the Scheme and the confirmation of the
Capital Reduction, in either case without modification or with
modification (on terms reasonably acceptable to Palmer Capital and
Invista) by the Court, and the delivery for registration of copies
of the Court Orders and the statements of capital attached thereto
to the Registrar of Companies, and (if so ordered in order to take
effect) the registration of the Reduction Court Order and such
statement of capital by the Registrar of Companies; and (ii) the
Court hearing to sanction the Scheme being held on or before 5
November 2012 or such later date as is agreed between Palmer
Capital and Invista.
Subject to paragraph 4 below and to the requirements of the
Panel, application to the Court to sanction the Scheme and to
confirm the Capital Reduction will not be made unless the
conditions at paragraphs 2(a), (b) and (c) above have been
fulfilled, and unless immediately prior to the hearing to sanction
the Scheme the following conditions (as amended if appropriate) are
satisfied or, save in the case of the conditions at paragraphs 3(a)
and (b), waived (and in the case of the conditions at paragraphs
3(a) and (b) remain satisfied) as referred to below:
(a)
(i) each Relevant Regulator having, to the extent necessary,
approved or being deemed to have approved, in terms satisfactory to
Palmer Capital (acting reasonably), the acquisition by Palmer
Capital of control over Invista and any member of the Wider Invista
Group which is authorised or regulated by any Relevant Regulator,
either unconditionally or subject to the fulfilment of certain
conditions or obligations acceptable to Palmer Capital;
(ii)
(A) the FSA having notified in writing, any required approval in
accordance with Part XII of FSMA to the proposed acquisition of
control over each UK authorised person in the Wider Invista Group
by Palmer Capital in the manner contemplated by the Offer, such
consent being either: (a) unconditional in all respects (save as to
the period within which the change of control must occur) or (b)
subject to conditions (other than as to timing) which do not have
and are not likely to have a material adverse effect on the Wider
Palmer Capital Group taken as whole or any controller thereof, or
the Wider Invista Group taken as a whole (whether in terms of their
actual or prospective liquidity, financial or capital position or
the manner in which they conduct their operations or in terms of
the ownership of Palmer Capital, Palmer Capital Investors or Palmer
Capital Partners or otherwise); or
(B) the period of 60 Working Days (excluding any interruption
period imposed by the FSA) having elapsed from the date of
acknowledgment of receipt of a complete application by the FSA for
the proposed acquisition of each UK authorised person in the Wider
Invista Group by Palmer Capital without the FSA having objected to
the proposed acquisition of any UK authorised person in the Wider
Invista Group.
For the purposes of this condition "control" shall have the
meaning given to it in Part XII of FSMA and "controller" shall have
the meaning given to it in section 422 of FSMA;
(e) the GFSC having approved in writing (or having been deemed
to approve in accordance with the Protection of Investors
(Bailiwick of Guernsey) Law, 1987 (as amended)), with respect to
its regulation of Invista Real Estate Investment Management (CI)
Limited (the "Guernsey Regulated Subsidiary"), under the Protection
of Investors (Bailiwick of Guernsey) Law, 1987 (as amended), the
change in effective control of the Guernsey Regulated Subsidiary
arising from the acquisition of the Wider Invista Group by Palmer
Capital;
(f) no government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body,
authority, court, trade agency, association or institution or
professional or environmental body or any other similar person or
body whatsoever in any relevant jurisdiction (each a "Third Party")
having taken instituted, implemented or threatened any action,
proceedings, suit, investigation, enquiry or reference (and in each
case not having withdrawn the same) or having required any action
to be taken or information to be provided or otherwise having done
anything or having made, proposed or enacted any statute,
regulation, order or decision or having done anything which would
or might reasonably be expected to:
(i) make the Offer or its implementation, or the acquisition or
the proposed acquisition by Palmer Capital of any shares or other
securities in, or control of, Invista or any member of the Wider
Invista Group void, illegal or unenforceable in any jurisdiction,
or (in, each case, in a manner that is material in the context of
the Wider Invista Group (taken as a whole)) otherwise directly or
indirectly restrain, prohibit, restrict, prevent or delay the same
or impose additional conditions or financial or other obligations
with respect thereto;
(ii) require, prevent or delay the divestiture or alter the
terms envisaged for any proposed divestiture by any member of the
Wider Palmer Capital Group of any Invista Shares or of any shares
in a member of the Wider Invista Group which in any such case would
be material in the context of the Offer, the Wider Palmer Capital
Group or the Wider Invista Group;
(iii) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for any proposed divestiture
by any member of the Wider Palmer Capital Group or by any member of
the Wider Invista Group of all or any material portion of their
respective businesses, assets or property, or (to an extent which
is material in the context of the Offer, the Wider Palmer Capital
Group or the Wider Invista Group) impose any limit on the ability
of any of them to conduct their respective businesses (or any of
them) or to own or control any of their respective assets or
properties or any part thereof;
(iv) impose any material limitation on, or result in any
material delay in, the ability of any member of the Wider Palmer
Capital Group to acquire, hold or exercise effectively, directly or
indirectly, all or any rights of ownership of Invista Shares or any
shares or securities convertible into Invista Shares or to exercise
voting or management control over any member of the Wider Invista
Group;
(v) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider Palmer Capital Group and/or of
the Wider Invista Group to acquire or offer to acquire any shares
or other securities in any member of the Wider Invista Group owned
by any Third Party in a manner that would be material in the
context of the Wider Invista Group (taken as whole);
(vi) impose any material limitation on the ability of any member
of the Wider Invista Group and/or of the Wider Palmer Capital Group
to integrate all its business, or any material part of it, with the
business of any member of the Wider Invista Group or of the Wider
Palmer Capital Group respectively; or
(vii) otherwise adversely affect any or all of the businesses,
assets, prospects, profits or financial or trading position of any
member of the Wider Invista Group which in any such case would be
material in the context of the Offer or the Wider Invista
Group,
and all applicable waiting and other time periods during which
any Third Party could institute, implement or threaten any such
action, proceedings, suit, investigation, enquiry or reference
under the laws of any relevant jurisdiction, having expired, lapsed
or been terminated;
(g) all filings and applications which are necessary in
connection with the Offer having been made and all necessary
waiting periods (including any extensions thereof) under any
applicable legislation or regulations of any relevant jurisdiction
having expired, lapsed or been terminated and all statutory or
regulatory obligations in any relevant jurisdiction having been
complied with in connection with the Offer and the acquisition or
proposed acquisition of any shares or other securities in, or
control of, Invista or any member of the Wider Invista Group (in
each case, where the absence of such notification, filing or
application would have a material adverse effect on the Wider
Invista Group taken as a whole) and all authorisations, orders,
recognitions, grants, consents, clearances, confirmations,
licences, certificates, permissions and approvals
("Authorisations") necessary for or in respect of the Offer or the
acquisition or proposed acquisition of any shares or other
securities in, or control of, Invista or the carrying on by any
member of the Wider Invista Group of its business having been
obtained in terms and in a form satisfactory to Palmer Capital
(acting reasonably) from all appropriate Third Parties or persons
with whom any member of the Wider Invista Group has entered into
contractual arrangements and all such Authorisations remaining in
full force and effect and there being no notice of any intention to
revoke, suspend, restrict or amend or not renew the same, which in
any such case would have a material adverse effect on the Wider
Invista Group;
(h) except as Disclosed, there being no provision of any
arrangement, agreement, licence or other instrument to which any
member of the Wider Invista Group is a party or by or to which any
such member or any of its respective assets is or are or may be
bound or subject which, in consequence of the making of the Offer
or the proposed acquisition of any shares or other securities in
Invista by Palmer Capital or because of a change in the control or
management of Invista, could reasonably be expected to result in to
an extent which is material in the context of the Wider Invista
Group taken as a whole:
(i) any indebtedness actual or contingent of, or any grant
available to, any member of the Wider Invista Group being or
becoming repayable or capable of being declared repayable
immediately or prior to its stated maturity or the ability of any
such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or capable of being withdrawn or
inhibited;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property, assets or interests of any member of the Wider Invista
Group or any such security (whenever created, arising or having
arisen) being enforced or becoming enforceable;
(iii) any such arrangement, agreement, licence or instrument
being terminated or the rights, liabilities, obligations, or
interests of any member of the Wider Invista Group under any such
arrangement, agreement, licence or instrument being terminated or
adversely modified or adversely affected or any adverse action
being taken or any onerous obligation or liability arising
thereunder;
(iv) any asset or interest of any member of the Wider Invista
Group being disposed of or charged (otherwise than in the ordinary
course of business) or any right arising under which any such asset
or interest could be required to be disposed of or charged;
(v) any member of the Wider Invista Group ceasing to be able to
carry on business under any name under which it presently does
so;
(vi) any member of the Wider Invista Group being required to
acquire any shares in any member of the Wider Invista Group owned
by any third party;
(vii) the value or financial or trading position or prospects of
any member of the Wider Invista Group being prejudiced or adversely
affected; or
(viii) the creation of any liability, actual or contingent, by
any member of the Wider Invista Group (other than in the ordinary
course of business),
and no event having occurred which, under any provision of any
such arrangement, agreement, licence or other instrument, might
reasonably be expected to result in any of the events referred to
in this paragraph (e) to an extent which in any such case, would be
material in the context of the Wider Invista Group;
(i) since 31 December 2011 and except as Disclosed, no member of
the Wider Invista Group having:
(i) issued or agreed to issue or authorised or announced the
issue of additional shares or securities of any class, or
securities convertible into or exchangeable for shares, or rights,
warrants or options to subscribe for or acquire any such shares,
securities or convertible securities (save for issues between
Invista and any of its wholly-owned subsidiaries or between such
wholly-owned subsidiaries and save for options granted under the
Invista Employee Share Schemes or the issue of any Invista Shares
allotted upon or in connection with the satisfaction of the
exercise of options under the Invista Employee Share Schemes) or
redeemed, purchased, repaid or reduced or announced the redemption,
purchase, repayment or reduction of any part of its share capital
or any other securities;
(ii) recommended, declared, made or paid or proposed to
recommend, declare, make or pay any bonus, dividend or other
distribution whether payable in cash or otherwise other than any
distribution by any wholly-owned subsidiary within the Invista
Group or as part of the Offer;
(iii) save as between Invista and its wholly-owned subsidiaries
and otherwise than pursuant to the Offer, effected, authorised,
proposed or announced its intention to propose any change in its
share or loan capital;
(iv) other than pursuant to the Offer and save as between
Invista and its wholly-owned subsidiaries or between wholly-owned
subsidiaries of Invista, effected, authorised, proposed or
announced its intention to propose any merger, demerger,
reconstruction, amalgamation, commitment or scheme or any
acquisition, disposal, transfer, mortgage or charge of assets or
shares or any right, title or interest in any assets or shares
(other than in the ordinary course of business) in respect of
itself or another member of the Wider Invista Group which in each
case would be material in the context of the Wider Invista
Group;
(v) entered into, varied or terminated or authorised, or
announced its intention to enter into, vary, terminate or authorise
any agreement, arrangement, contract, transaction or commitment
(other than in the ordinary course of business and whether in
respect of capital expenditure or otherwise) which is of a
long-term or unusual or onerous nature or magnitude, in each case
which is material in the context of the Wider Invista Group taken
as a whole;
(vi) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider
Invista Group;
(vii) issued, authorised or announced an intention to issue or
made any change in or to any debentures, or (other than in the
ordinary course of business) incurred or increased any indebtedness
or liability, actual or contingent except as between Invista and
any of its wholly owned subsidiaries or between such subsidiaries,
which is material in the context of the Wider Invista Group;
(viii) been unable or admitted that it is unable to pay its
debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business or
proposed or entered into any composition or voluntary arrangement
with its creditors (or any class of them) or the filing at court of
documentation in order to obtain a moratorium prior to a voluntary
arrangement or, by reason of actual or anticipated financial
difficulties, commenced negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness;
(ix) made, or announced any proposal to make, any change or
addition to any retirement, death or disability benefit or any
other employment-related benefit of or in respect of any of its
directors, employees, former directors or former employees which in
any such case would be material in the context of the Offer, or the
Wider Invista Group taken as whole;
(x) save as between Invista and its wholly-owned subsidiaries,
granted any lease or third party rights in respect of any of the
leasehold or freehold property owned or occupied by it or
transferred or otherwise disposed of any such property which in any
such case would be material in the context of the Wider Invista
Group;
(xi) entered into or varied or made any offer (which remains
open for acceptance) to enter into or vary the terms of any service
agreement with any director or senior executive of Invista or any
director or senior executive of the Wider Invista Group which in
any such case would be material in the context of the Wider Invista
Group;
(xii) (other than in respect of a company which is dormant and
was solvent at the relevant time) taken or proposed any corporate
action or had any legal proceedings started or threatened against
it for its winding-up (voluntary or otherwise), dissolution,
striking-off or re-organisation or for the appointment of a
receiver, administrator (including the filing of any administration
application, notice of intention to appoint an administrator or
notice of appointment of an administrator), administrative
receiver, trustee or similar officer of all or any part of its
assets or revenues or for any analogous proceedings or steps in any
jurisdiction or for the appointment of any analogous person in any
jurisdiction which in any such case would be material in the
context of the Offer or the Wider Invista Group taken as whole;
(xiii) save as envisaged by the Offer, made any amendment to its articles of association;
(xiv) waived or compromised any claim or authorised any such
waiver or compromise, save in the ordinary course of business,
which is material in the context of the Wider Invista Group;
(xv) taken, entered into or had started or threatened against it
in a jurisdiction outside England and Wales any form of insolvency
proceeding or event similar or analogous to any of the events
referred to in sub-paragraphs (ix) and (xiii) above; or
(xvi) entered into an agreement or arrangement or commitment
with respect to or announced any intention to effect any of the
transactions, matters or events referred to in this paragraph
(f);
(j) except as Disclosed, since 31 December 2011:
(i) there having been no material adverse change in the
business, assets, financial or trading position or profits or
prospects of the Wider Invista Group which is material in the
context of the Offer or the Wider Invista Group taken as a whole;
and
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Invista
Group is or may become a party (whether as claimant or defendant or
otherwise), and no material enquiry or investigation by or
complaint or reference to any Third Party against or in respect of
any member of the Wider Invista Group, remaining outstanding by,
against or in respect of any member of the Wider Invista Group in
any way in each case which is material in the context of the Wider
Invista Group; and
(k) save as Disclosed, Palmer Capital not having discovered that
any financial, business or other information concerning Invista or
the Wider Invista Group which is contained in information publicly
announced prior to the date of this announcement or disclosed at
any time to any member of the Wider Palmer Capital Group by or on
behalf of any member of the Wider Invista Group either publicly or
in the context of the Offer contains a material misrepresentation
of fact which has not, prior to the date of this announcement, been
corrected by public announcement through an RIS or omits to state a
fact which would make the information contained therein not
misleading and which in any such case is material in the context of
the Wider Invista Group taken as a whole.
The Offer will lapse and the Scheme will not proceed if, prior
to the date of the Court Meetings, (i) the Offer, or any matter
arising from it, is referred to the UK Competition Commission; or
(ii) following a request to the European Commission under Article
22(3) of the EC Merger Regulation in relation to the Offer or any
part of it, which request is accepted by the European Commission,
the European Commission initiates proceedings under Article 6(1)(c)
of the EC Merger Regulation.
Subject to the requirements of the Panel, Palmer Capital
reserves the right to waive in whole or in part, in its discretion,
all or any of the conditions contained in paragraph 3.
If Palmer Capital is required by the Panel to make an offer for
any Invista Shares under the provisions of Rule 9 of the Takeover
Code, Palmer Capital may make such alterations to the terms and
conditions of the Offer as are necessary to comply with the
provisions of that Rule.
Palmer Capital reserves the right, with the consent of the Panel
(where necessary), to elect to implement the Offer by way of a
takeover offer (as defined in Part 28 of the Companies Act) as an
alternative to the Scheme. Any such Takeover Offer will be
implemented on substantially the same terms, so far as applicable,
as those which would apply to the Scheme, subject to appropriate
amendments to reflect the change in method of effecting the Offer
including (without limitation and subject to the consent of the
Panel) an acceptance condition set at such percentage as Palmer
Capital may decide, and in compliance with applicable laws and
regulations.
In accordance with Rule 13.5 of the Takeover Code, Palmer
Capital will not invoke any condition so as to cause the Offer not
to proceed, to lapse or to be withdrawn, unless the circumstances
which give rise to the right to invoke the condition are of
material significance to Palmer Capital in the context of the Offer
and the Panel consents to such right being invoked.
The Offer will be governed by and construed in accordance with
English law. The English Courts will have exclusive jurisdiction
for determining any matter which may arise under or in connection
with any such contract.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
(i) As at the close of business on 15 June 2012, being the last
business day prior to the date of this announcement, Invista had in
issue 267,247,750 Ordinary Shares and 50,000 Preferred Ordinary
Shares. The ISIN for the Ordinary Shares is GB00B1CKTY16.
(ii) The value placed on the issued and to be issued share
capital of Invista (GBP39,672,517) is based on 267,247,750 Ordinary
Shares (of which 364,494 are held in the EBT and 331,563 are held
pursuant to the Invista SIP) and 50,000 Preferred Ordinary Shares
in issue on 15 June 2012, being the last business day prior to the
date of this announcement, and options being exercised prior to the
Scheme Record Time in respect of a further 1,743,981 new Ordinary
Shares (of which it is intended that 364,494 will be satisfied by
using the Ordinary Shares held in the EBT).
(iii) The Closing Price of Ordinary Shares on 15 June 2012 is
derived from the website of the London Stock Exchange
(www.londonstockexchange.com).
(iv) Unless otherwise stated, the financial information relating
to Invista is extracted or derived from the Annual Report and the
Interim Report (without any adjustment).
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise.
"AIM" the AIM market of the London Stock Exchange
"Annual Report" the annual report and accounts of Invista for
the year ended 31 December 2011
"Board" the board of directors of Invista
"BOSS LP" Boss Partnership 1 L.P.
"Business Day" any day which is not a Saturday, Sunday or a bank
or public holiday in England
"Canaccord Genuity Hawkpoint" Canaccord Genuity Hawkpoint Limited
"Capital Reduction" the proposed reduction of the share capital
of Invista provided for by the Scheme under section 641 of the
Companies Act and described in section 14 of this announcement
"Capital Reduction Court Hearing" the hearing by the Court to
confirm the Capital Reduction
"Closing Price" the last closing middle market quotation of an
Ordinary Share, as derived from the AIM Appendix to the Daily
Official List of the London Stock Exchange
"Companies Act" the Companies Act 2006 (as amended, modified,
consolidated, re-enacted or replaced from time to time)
"Conditions" the conditions of the Offer set out in Appendix I
to this announcement and to be set out in the Scheme Document and a
"Condition" shall mean any one of them
"Cooperation Letter" the cooperation letter entered into between
Palmer Capital and Invista on 18 June 2012
"Court" the High Court of Justice in England and Wales
"Court Meetings" the meetings (or any adjournments thereof) of
each class of Scheme Shareholder to be convened pursuant to an
order of the Court under section 896 of the Companies Act to
consider and, if thought fit, approve the Scheme (with or without
modification) (and "Court Meeting" shall mean the relevant one of
them, as the context requires)
"Court Orders" the Scheme Court Order and the Reduction Court
Order or, where the context requires, any of them;
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755) (as amended, modified, consolidated,
re-enacted or replaced from time to time)
"Dealing Disclosure" has the same meaning as in Rule 8 of the Code
"Disclosed" the information disclosed (i) in the Annual Report,
(ii) fairly in writing or in any document contained in the
electronic data room established in connection with the Offer as at
4.00 p.m. on the Business Day prior to the date of this
announcement, or (iii) in any public announcement by Invista to an
RIS on or before 5.00 p.m. on the Business Day prior to the date of
this announcement (including without limitation, the scheme
document dated 1 June 2012 and the documents on display pursuant to
that scheme document)
"Display Documents" the documents listed in paragraph 20 of this
announcement
"EBT" the Invista Employee Benefit Trust
"Effective Date" the date on which the Scheme and Capital
Reduction become effective
"Excluded Shares" any Invista Shares of which any member of the
Palmer Capital Group is the holder or in which any member of the
Palmer Capital Group is beneficially interested
"Fenchurch Advisory Partners" Fenchurch Advisory Partners
Limited of Tower 42, 25 Old Broad Street, London EC2N 1HQ
"First LP Transfer" the transfer by Palmer Capital of IREIF
Investing Partner's limited partnership interest in IREIF LP to TTG
1
"First SPA" the sale and purchase agreement entered into between
Palmer Capital and TTG 1 dated 18 June 2012
"Forms of Proxy" the forms of proxy to be enclosed with the
Scheme Document for use at the Court Meetings and General
Meeting
"FSA" the Financial Services Authority or any successor
regulator thereto, including (without limitation) the Financial
Conduct Authority and/or the Prudential Regulatory Authority (as
the context requires)
"FSMA" the Financial Services and Markets Act 2000 and any
subordinate legislation made under it, or any applicable successor
or replacement regulatory regime in the UK (in each case, as
amended, modified, consolidated, re-enacted or replaced from time
to time)
"Funds" BOSS LP, IREIF LP and IREOF LP (or any one or more of
them, as the context may require)
"General Meeting" the general meeting (or any adjournment
thereof) of the Invista Shareholders to be convened in connection
with the Scheme and expected to be held as soon as the preceding
Court Meetings shall have been concluded or adjourned
"GFSC" the Guernsey Financial Services Commission or any
successor regulator thereto
"HBOS I&IG" HBOS Insurance & Investment Group Limited
"holder" a registered holder and includes any person entitled by
transmission
"Interim Report" the interim report and accounts of Invista for
the six months ended 30 June 2011
"Internos Offer" the offer for the entire issued and to be
issued share capital of Invista by Internos Real Investments
Limited which was announced on 23 May 2012 and set out in the
scheme document which was published on 1 June 2012
"Invista" Invista Real Estate Investment Management Holdings
plc
"Invista Directors" the directors of Invista as at the date of
this announcement
"Invista Employee Share Schemes" (a) the 2008 Long-Term Incentive Plan;
(b) the 2008 Annual Incentive Plan;
(c) the 2009 Deferred Matching Plan; and the
(d) the Invista SIP
"Invista Group" Invista, its subsidiaries and subsidiary
undertakings
"Invista Shareholders" the holders of Invista Shares from time to time
"Invista Shares" the Ordinary Shares and the Preferred Ordinary
Shares
"Invista SIP" the Invista Share Incentive Plan adopted on 26
February 2007 (as amended on 31 October 2007)
"IREIF Investing Partner" Invista Real Estate International Fund
Investing Partner Limited
"IREIF LP" Invista Real Estate International Fund L.P.
"IREIM" Invista Real Estate Investment Management Limited
"IREOF Investing Partner" Invista Real Estate Opportunity Fund
Investing Partner Limited
"IREOF LP" Invista Real Estate Opportunity Fund L.P.
"Joint Venture Agreement" the joint venture agreement dated 18
June 2012 entered into between Palmer Capital, TTG 1, TTG 2 and
Townsend Group (Europe) Limited
"Listing Rules" the Listing Rules of the UK Listing
Authority
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 5 November 2012
"Offer" the proposed acquisition of the entire issued and to be
issued share capital of Invista to be implemented by means of the
Scheme (or, if Palmer Capital so elects with the consent of the
Panel, a Takeover Offer) on the terms and subject to the Conditions
set out in this announcement and to be set out in the Scheme
Document (or the Offer Document (as the case may be)) and, where
the context admits, any subsequent revision, variation, extension
or renewal thereof
"Offer Document" if Palmer Capital elects to implement the Offer
by means of a Takeover Offer, the document containing the Takeover
Offer to be sent to Invista Shareholders
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Code
"Ordinary Shares" the ordinary shares of GBP0.0001 each in the
capital of Invista
"Ordinary Shareholders" the holders of Ordinary Shares from time to time
"Panel" the Panel on Takeovers and Mergers
"Palmer Capital Group" Palmer Capital Partners, Palmer Capital
Investors, its subsidiaries and subsidiary undertakings (including
Palmer Capital) and "Palmer Capital Group Members" shall be
construed accordingly
"Palmer Capital Investors" Palmer Capital Investors Limited, a
company incorporated in England, registered number 04916155 whose
registered office is Time & Life Building, One Bruton Street,
6th Floor, Mayfair, London W1J 6TL
"Palmer Capital Loan Agreement" the loan agreement entered into
between Palmer Capital Investors and Palmer Capital dated 18 June
2012
"Palmer Capital Partners" Palmer Capital Partners Limited, a
company incorporated in England, registered number 01531949 whose
registered office is Time & Life Building, One Bruton Street,
6th Floor, Mayfair, London W1J 6TL
"Preferred Ordinary Shares" the preferred ordinary shares of
GBP1.00 each in the capital of Invista
"Preferred Ordinary Shareholders" the holders of Preferred Ordinary Shares from time to time
"Reduction Court Order" the order of the Court confirming the
Capital Reduction under section 641 of the Companies Act
"Registrar" the Registrar of Companies in England and Wales
"Relevant Regulator" in respect of Invista or any member of the
Wider Invista Group, any regulatory authority with responsibility
for supervision and/or authorisation of that entity, including,
without limitation, the FSA, the GFSC and any settlement system,
stock exchange or listing authority
"Restricted Jurisdiction" any jurisdiction where local laws or
regulations may result in significant risk of civil, regulatory or
criminal exposure if information concerning the Offer is sent or
made available to Invista Shareholders in that jurisdiction (in
accordance with Rule 23.2 of the Takeover Code)
"RIS" any of the Regulatory Information Services listed in
Appendix 3 to the Listing Rules
"Scheme" the proposed scheme of arrangement made under Part 26
of the Companies Act between Invista and the Scheme Shareholders
(with or subject to any modification, addition or condition
approved or imposed by the Court and agreed to by Palmer Capital
and Invista), particulars of which will be set out in the Scheme
Document
"Scheme Court Order" the order of the Court sanctioning the
Scheme under Part 26 of the Companies Act
"Scheme Document" the document to be sent to Invista
Shareholders (other than those in Restricted Jurisdictions) on or
around 27 June 2012 which will, among other things, contain details
of the Scheme, the terms and conditions of the Offer and notices
convening the Court Meetings and the General Meeting
"Scheme Record Time" anticipated to be 6.00pm on the Business
Day before the Capital Reduction Court Hearing
"Scheme Shareholders" the holders of Scheme Shares
"Scheme Shares" the Invista Shares:
(a) in issue at the date of the Scheme Document; or
(b) (if any) issued after the date of the Scheme Document and
prior to the Voting Record Time; or
(c) (if any) issued at or after the Voting Record Time and at or
prior to the Scheme Record Time either on terms that the original
or any subsequent holders thereof shall be bound by the Scheme
and/or in respect of which the original or any subsequent holders
thereof are, or shall have agreed in writing to be, bound by the
Scheme,
in each case, excluding any Excluded Shares
"Second LP Transfer" the transfer by Palmer Capital of IREOF
Investing Partner's limited partnership interest in the IREOF LP to
TTG 2
"Second SPA" the sale and purchase agreement entered into
between Palmer Capital and TTG 2 dated 18 June 2012
"Takeover Code" or "Code" the City Code on Takeovers and
Mergers, as amended from time to time
"Takeover Offer" the implementation of the Offer by means of a
takeover offer under the Takeover Code
"TTG 1" Invista International LP Holdings Ltd, a special purpose
vehicle incorporated for the purposes of the arrangements relating
to the financing of the Offer, for the avoidance of doubt this
company is not part of the Invista Group
"TTG 2" Invista Opportunity LP Holdings Ltd, a special purpose
vehicle incorporated for the purposes of the arrangements relating
to the financing of the Offer, for the avoidance of doubt this
company is not part of the Invista Group
"TTG Companies" TTG 1 and TTG 2
"TTG 1 Loan Agreement" the loan agreement entered into between
Palmer Capital and TTG 1 dated 18 June 2012
"TTG 2 Loan Agreement" the loan agreement entered into between
Palmer Capital and TTG 2 dated 18 June 2012
"UK authorised person" a person falling within section 31(1)(a) of FSMA
"UK Listing Authority" the FSA acting in its capacity as the
competent authority for listing under Part VI of FSMA
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland
"US" the United States of America, its territories and
possessions, any State of the United States of America and the
District of Columbia
"Voting Record Time" the time and date specified in the Scheme
Document by reference to which entitlement to vote on the Scheme
will be determined
"Wellcome" The Wellcome Trust Limited
"Wider Palmer Capital Group" each member of the Palmer Capital
Group, their respective subsidiaries, subsidiary undertakings and
associated undertakings and any other body corporate, partnership,
joint venture or person in which any member of the Palmer Capital
Group and such undertakings (aggregating their interests) have a
direct or indirect interest of 20 per cent. or more of the voting
or equity capital or the equivalent
"Wider Invista Group" Invista, its subsidiaries, subsidiary
undertakings and associated undertakings and any other body
corporate, partnership, joint venture or person in which Invista
and such undertakings (aggregating their interests) have a direct
or indirect interest of 20 per cent. or more of the voting or
equity capital or the equivalent
"Working Days" has the meaning given to such term in section
191G of FSMA
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All the times referred to in this announcement are London times
unless otherwise stated. References to the singular include the
plural and vice versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Invista (LSE:INRE)
過去 株価チャート
から 5 2024 まで 6 2024
Invista (LSE:INRE)
過去 株価チャート
から 6 2023 まで 6 2024