TIDMMLC
RNS Number : 1426P
City Developments Limited
08 October 2019
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 IN THAT JURISDICTION
8 October 2019
RECOMMED FINAL CASH OFFER
for
Millennium & Copthorne Hotels plc (the "Offeree")
by
Agapier Investments Limited (the "Offeror")
(a company indirectly and wholly-owned by City Developments
Limited ("CDL"))
COMPULSORY ACQUISITION OF OFFEREE SHARES
On 7 June 2019, the boards of CDL and the Offeror and the
independent non-executive directors of the Offeree announced a
recommended pre-conditional cash offer pursuant to which the
Offeror would acquire the entire issued and to be issued ordinary
share capital of the Offeree not already owned by CDL and its
subsidiaries (and persons acting in concert with them), which is
final and will not be increased (the "Final Offer"). The full terms
of, and conditions to, the Final Offer and the procedures for
acceptance were set out in the offer document dated 15 August 2019
(the "Offer Document").
On 12 September 2019, the Offeror declared the Final Offer
unconditional both as to acceptances and in all respects.
As at 3.00 p.m. on 7 October 2019, being the latest practicable
date prior to making of this announcement, the Offeror has received
valid acceptances under the Final Offer in respect of 112,191,077
Offeree Shares representing approximately 99.24 per cent. of the
issued ordinary share capital of the Offeree not already owned by
the CDL Parties as at 7 June 2019, to which the Final Offer
relates.
Further to its announcement on 27 September 2019 regarding its
intention to implement the compulsory acquisition procedure under
Chapter 3 of Part 28 of the Companies Act 2006 (the "Act"), as set
out in the Offer Document, the Offeror announces the despatch today
of formal compulsory acquisition notices under Sections 979 and 980
of the Act (the "Compulsory Acquisition Notices") to Offeree
Shareholders who have not yet accepted the Final Offer. These
notices set out the Offeror's intention to apply the provisions of
Section 979 of the Act to acquire compulsorily any remaining
Offeree Shares in respect of which the Final Offer has not been
accepted on the same terms as the Final Offer.
If any of the Offeree Shareholders have not accepted the Final
Offer and have not applied to the court in respect of all their
holding of Offeree Shares by 19 November 2019 (being six weeks from
the date of the Compulsory Acquisition Notices), the Offeree Shares
held by those Offeree Shareholders will be compulsorily acquired by
the Offeror on the same terms as the Final Offer. The consideration
to which those Offeree Shareholders will be entitled will be held
by the Offeree as trustee on behalf of those Offeree Shareholders
who have not accepted the Final Offer and they will be requested to
claim their consideration by writing to the Offeree at the end of
the six week period.
Further acceptances
The Final Offer will remain open for acceptance until further
notice.
Offeree Shareholders who wish to accept the Final Offer and who
have not done so and hold their shares in certificated form, should
return their completed Acceptance Form along with their share
certificate(s) to arrive to the Receiving Agent, Equiniti Limited
at Corporate Actions, Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6DA as soon as possible.
Offeree Shareholders who wish to accept the Final Offer and who
have not done so and hold their shares in uncertificated form (i.e.
in CREST) should refer to the instructions set out in paragraph
21(b) of Part II of the Offer Document and in Part D of Appendix I
of the Offer Document.
If you have any questions relating to how you may accept the
Final Offer, you are requested to contact the Receiving Agent,
Equiniti Limited on 0371 384 2140 (if calling within the UK) or +44
121 415 0078 (if calling from outside the UK). Lines are open
Monday to Friday 8.30 a.m. to 5.30 p.m. (London time). Additional
Acceptance Forms are available from the Receiving Agent.
Settlement
Settlement of consideration to which any accepting Offeree
Shareholder is entitled under the Final Offer will be despatched as
follows: (i) in the case of acceptances which have been received
and are valid and complete in all respects by 1.00 p.m. on the date
of this announcement, within 14 days; or (ii) in the case of
acceptances which are valid and complete in all respects and
received after the date of this announcement but while the Final
Offer remains open for acceptance, within 14 days of such receipt,
in each case in the manner described in the Offer Document.
Non-assenting Offeree Shareholders who do not accept the Final
Offer will not receive payment until after compulsory acquisition
has been implemented.
Unless expressly defined in this announcement, terms defined in
the Offer Document have the same meaning when used in this
announcement. All references to time in this announcement are to
London time.
Enquiries
City Developments Limited and Agapier
Investments Limited
Belinda Lee, Head, Investor Relations +65 68778315
& Corporate Communications belindalee@cdl.com.sg
Barclays Bank PLC, acting through its
Investment Bank
Joint Financial Adviser to CDL and
the Offeror
Gaurav Gooptu + 44 (0) 20 7623 2323
Sandeep Pahwa
Brendan Jarvis
BofA Merrill Lynch
Joint Financial Adviser to CDL and
the Offeror
Geoff Iles +44 (0) 20 7628 1000
Kieran Millar
Media Enquiries:
For CDL - +65 68778315
Belinda Lee, Head, Investor Relations belindalee@cdl.com.sg
& Corporate Communications
Important notices
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the
PRA, is acting exclusively for CDL and the Offeror and no one else
in connection with the Final Offer and will not be responsible to
anyone other than CDL and the Offeror for providing the protections
afforded to clients of Barclays nor for providing advice in
relation to the Final Offer or any matter referred to in this
announcement.
BofA Merrill Lynch, a subsidiary of Bank of America Corporation,
is acting exclusively for CDL and the Offeror in connection with
the Final Offer and for no one else and will not be responsible to
anyone other than CDL and the Offeror for providing the protections
afforded to its clients or for providing advice in relation to the
Final Offer or any other matter referred to in this
announcement.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Exchange Act, each of Barclays
and BofA Merrill Lynch and their respective affiliates will
continue to act as exempt principal trader in Offeree securities on
the London Stock Exchange. These purchases and activities by exempt
principal traders which are required to be made public in the
United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com. This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
Further information
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any
securities or the solicitation of any vote or approval in any
jurisdiction in contravention of applicable law. The Final Offer
has been made solely by means of an Offer Document and the Form of
Acceptance accompanying the Offer Document, which contain the full
terms and conditions of the Final Offer, including details of how
the Final Offer may be accepted.
This announcement has been prepared for the purpose of complying
with English law, the Listing Rules, the rules of the London Stock
Exchange, the Market Abuse Regulation (EU) No. 596/2014, the
Disclosure Guidance and Transparency Rules and the Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and/or regulations of jurisdictions outside the
United Kingdom.
The release, publication or distribution of this announcement in
certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to the laws and/or regulations of any
jurisdictions other than the United Kingdom should inform
themselves of, and observe, any applicable requirements.
Overseas Shareholders
The Final Offer is not being made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and the Final Offer is not capable
of acceptance from or within a Restricted Jurisdiction.
Accordingly, copies of the Offer Document, the Form of Acceptance
and any accompanying document 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
the Offer Document, the Form of Acceptance and any accompanying
document (including custodians, agents, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate any purported acceptance
of the Final Offer.
The availability of the Final Offer to Offeree shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Such
persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdiction. If you
remain in any doubt, you should consult your professional adviser
on the relevant jurisdiction without delay.
If you are a resident of the United States, please read the
following:
The Final Offer is being made for securities of an English
company and is being made in the United States in compliance with,
and in reliance on, Section 14(e) of the US Securities Exchange Act
of 1934 (the "Exchange Act") and Regulation 14E thereunder and the
exemption therefrom provided by Rule 14d-1(d) under the Exchange
Act. The Final Offer is being made in the United States by the
Offeror and no one else.
The Final Offer is subject to disclosure and procedural
requirements of the United Kingdom which are different from those
in the United States. In addition, the payment and settlement
procedure with respect to the Final Offer will comply with the
relevant UK rules, which differ from US payment and settlement
procedures. Neither the SEC, nor any securities commission of any
state of the United States has approved the Final Offer, passed
upon the fairness of the Final Offer or passed upon the adequacy or
accuracy of this announcement. Any representation to the contrary
is a criminal offence in the United States.
It may be difficult for US holders of shares in CDL, the Offeror
or the Offeree to enforce their rights and claims arising out of
the US federal securities laws, since CDL, the Offeror and the
Offeree are located in countries other than the United States, and
some or all of their officers and directors may be residents of
countries other than the United States. Holders in the United
States may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment.
In accordance with normal UK practice, CDL, the Offeror or their
respective nominees, or their respective brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of the Offeree
outside of the United States, other than pursuant to the Final
Offer, before or during the period in which the Final Offer remains
open for acceptance. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases shall be
disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com. To the
extent that such information is required to be publicly disclosed
in the United Kingdom in accordance with applicable regulatory
requirements, this information will, as applicable, also be
publicly disclosed in the United States.
Forward Looking Statements
This announcement, including any information included or
incorporated by reference in this announcement, contains statements
about the Offeror, CDL and the Offeree 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) 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
the Offeror's or CDL's or the Offeree's operations; and (iii) the
anticipated effects of the Final Offer on the Wider CDL Group and
the business and operations of the Offeree.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Much of the risk and uncertainty relates to
factors that are beyond the companies' abilities to control or
estimate precisely, such as future events, future market conditions
and the behaviours of other market participants. Other unknown or
unpredictable factors could affect future operations and/or cause
actual results to differ materially from those in the forward
looking statements. Such forward looking statements should be
construed in the light of such factors, and therefore undue
reliance should not be placed on such statements.
Each forward looking statement speaks only as at the date of
this announcement. None of the Offeror, nor CDL nor the Offeree,
nor any of their respective associates or directors, officers,
employees, managers, agents, representatives, partners, members,
consultants or advisers: (i) provide any representation, warranty,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward looking statements will actually occur;
nor (ii) assume any obligation to, and do not intend to, revise or
update these forward looking statements, except as required
pursuant to applicable law. The Offeror and CDL disclaim any
obligation to update any forward looking or other statements
contained herein, except as required by applicable law. All forward
looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained
or referred to in this section.
Publication on website
This announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on the website of CDL at:
http://www.cdl.com.sg/Millennium-Offer and the Offeree at:
https://investors.millenniumhotels.com/regulatory-announcements-and-news/city-developments-ltd-offer-documents
promptly and by no later than 12 noon (London time) on the Business
Day following this announcement. For the avoidance of doubt, the
contents of these websites referred to in this announcement are not
incorporated into and do not form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCMPBLTMBTMMRL
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October 08, 2019 05:30 ET (09:30 GMT)
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