Regulatory Story
Go to market news section Print
RNS
  -     

Offer for Telford Homes Plc

Released 07:00 03-Jul-2019

RNS Number : 2845E
CBRE Ltd
03 July 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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014

FOR IMMEDIATE RELEASE

3 July 2019

RECOMMENDED CASH ACQUISITION

of

Telford Homes Plc

by

CBRE Group, Inc. 

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
 

Summary

·    

The boards of CBRE Group, Inc. ("CBRE") and Telford Homes Plc ("Telford Homes") are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Telford Homes by CBRE (or, at CBRE's election, one or more direct or indirect wholly-owned subsidiaries of CBRE) (the "Acquisition").

·    

The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.  CBRE reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer subject to the requirement regarding the terms and conditions of such offer set out in this Announcement.

·    

Under the terms of the Acquisition, Scheme Shareholders shall be entitled to receive:

for each Scheme Share:                       350 pence in cash

·    

The Acquisition represents an attractive premium of approximately:

o    11.1 per cent. to the closing price per Telford Homes Share of 315.0 pence on 2 July 2019 (being the latest practicable date prior to publication of this Announcement). 

o    14.3 per cent. to the volume weighted average price per Telford Homes Share of 306.2 pence for the one-month period ended 2 July 2019 (being the latest practicable date prior to publication of this Announcement); and 

o    21.3 per cent. to the volume weighted average price per Telford Homes Share of 288.5 pence for the three-month period ended 2 July 2019 (being the latest practicable date prior to publication of this Announcement).

·    

The Acquisition values the entire issued and to be issued ordinary share capital of Telford Homes at approximately £267.4 million on a fully diluted basis.

·    

The Acquisition Price is final and will not be increased, except that CBRE reserves the right to increase the Acquisition Price if there is an announcement on or after the date of this Announcement of an offer or possible offer for Telford Homes by a third party offeror or potential offeror.

·    

In addition to the consideration payable in connection with the Acquisition, Telford Homes Shareholders on the register as at the close of business on 7 June 2019 will also be entitled to receive the payment of the previously announced final dividend of 8.5 pence per Telford Homes Share to be paid on 19 July 2019 (the "Final Dividend").

·    

If any dividend and/or other distribution and/or other return of capital is authorised, declared, made or paid in respect of Telford Homes Shares on or after the date of this Announcement, other than the Final Dividend, CBRE reserves the right to reduce the Acquisition Price by the aggregate amount of such dividend and/or other distribution and/or other return of capital as further described in paragraph 15 of this Announcement.

 

Information on Telford Homes

·    

Established in 2000, AIM quoted Telford Homes has grown to become one of London's largest residential developers and is dedicated to developing the homes and creating the spaces that London needs. Telford Homes has a development in-process portfolio (total project cost) of £1.32 billion. Telford Homes' customers include institutional investors, housing associations and individuals. Telford Homes is a developer of residential-led mixed-use sites in locations across London where there is an undersupply of housing.  In recent years Telford Homes has undertaken a strategic shift to focus on the growing build to rent ("BTR") / multi-family market and is now working with a number of established investors. For more information please visit: www.telfordhomes-ir.london.

 

Telford Homes recommendation

·    

The Telford Homes Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Telford Homes Directors, Rothschild & Co has taken into account the commercial assessments of the Telford Homes Directors.

·    

Accordingly, the Telford Homes Directors intend to recommend unanimously that Telford Homes Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting as the Telford Homes Directors have irrevocably undertaken to do in respect of their own beneficial holdings (and those of their connected persons) amounting to 2,934,242 Telford Homes Shares representing, in aggregate, approximately 3.86 per cent. of the ordinary share capital of Telford Homes in issue on 2 July 2019 (being the latest practicable date prior to publication of this Announcement).

 

Irrevocable undertakings

·    

CBRE has received irrevocable undertakings from each of the Telford Homes Directors to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting in respect of their own beneficial holdings (and those of their connected persons) amounting to 2,934,242 Telford Homes Shares, representing approximately 3.86 per cent. of Telford Homes' issued ordinary share capital at close of business on 2 July 2019 (being the latest practicable date prior to publication of this Announcement).

 

Information on CBRE

  •  

CBRE is a Fortune 500 corporation (2019 rank: #146) listed on the New York Stock Exchange (NYSE:CBRE). CBRE is the world's largest commercial real estate services and investment firm, based on 2018 revenue, with leading global market positions in its leasing, property sales, occupier outsourcing, property management and valuation businesses. As of 31 December 2018, CBRE operated in more than 480 offices worldwide with over 90,000 employees, excluding independent affiliates. CBRE serves clients in more than 100 countries.

 

  •  

Trammell Crow Company ("TCC") is an independently operated subsidiary of CBRE and one of the leading developers and investors in commercial real estate in the United States. TCC has developed or acquired 2,700 buildings valued at nearly $65 billion and over 590 million square feet. As of 31 March 2019, TCC had $9.7 billion of projects in process and $2.8 billion in its pipeline.

 

  •  

Upon completion of the Acquisition, it is intended that Telford Homes will operate as a standalone business group within the wider TCC business.

 

Timetable and Conditions

  •  

The Acquisition shall be put to Telford Homes Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by Telford Homes Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

 

  •  

The Acquisition is subject to the further conditions and terms set out in Appendix I to this Announcement, including the receipt of merger control approval from the European Commission. It is expected that, subject to the satisfaction of all such relevant conditions, the Scheme will become effective during the third quarter of 2019.

 

  •  

The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, together with the Forms of Proxy, shall be published as soon as practicable. The Court Meeting and the General Meeting are expected to be held on or around 6 August 2019.


Commenting on the Acquisition, Andrew Wiseman, Chairman of Telford Homes, said:

"The Board believes that the offer from CBRE represents fair value for shareholders in light of Telford Homes' market positioning, the current operating environment and the underlying value of Telford Homes' site portfolio and pipeline. The Board remains confident in the long-term prospects of the business, however the Board also recognises the risks posed by the political and macro-economic environment, as well as the already stated impact on the Group's short- and medium-term profitability from the implementation of its new build to rent strategy, which is lower margin in nature. The offer allows Telford Homes Shareholders to obtain liquidity for their full investment at a meaningful premium to the prevailing share price. The Board believes that the offer of 350 pence per share is a good outcome for shareholders and intends to recommend unanimously that they accept this offer."

Commenting on the Acquisition, Jon Di-Stefano, Chief Executive Officer of Telford Homes, said:

"Being part of Trammell Crow Company will allow Telford Homes to enhance its growth in the build to rent / multifamily market in London. Our management team have found that Trammell Crow Company is aligned with both our culture and our current strategy and its platform will give Telford Homes access to greater resources, improved technology and wide-ranging expertise."

Commenting on the Acquisition, Bob Sulentic, President and Chief Executive Officer of CBRE, said:

"Telford Homes gives us a compelling opportunity to build on the success of Trammell Crow Company. The UK is in the early stages of a secular shift toward institutionally owned urban rental housing, similar to what we have seen in the US over the last two decades. Telford Homes is well positioned to lead this trend, and their more than 300 talented professionals operating in London are a great addition to our company."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement including its Appendices.

The Acquisition shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations of certain information contained in this summary and this Announcement, Appendix III contains a summary of the irrevocable undertakings received in relation to this Acquisition and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries:

CBRE

 

Jim Groch, Global Group President and Chief Investment Officer

Cash Smith, Global Head, M&A

Emma Giamartino, Americas Head, M&A

Steve Iaco, Senior Managing Director Corporate Communications

Brad Burke, Head of Investor Relations

+1 215 921 7474

+1 704 331 1297

+1 215 921 7476

+1 212 984 6535

+1 215 921 7436

J.P. Morgan (Financial Adviser to CBRE)

 

John Witherspoon

Dwayne Lysaght

Bronson Albery

Tara Morrison

+44(0) 207 742 4000

+44(0) 207 742 4000

+44(0) 207 742 4000

+44(0) 207 742 4000

Telford Homes

 

Andrew Wiseman, Chairman

Jon Di-Stefano, Chief Executive Officer

+44 (0)1992 809 800

+44 (0)1992 809 800

Rothschild & Co (Financial Adviser to Telford Homes)

 

Alex Midgen

Peter Everest

+44 (0)20 7280 5000

+44 (0)20 7280 5000

Shore Capital (Nomad and Joint Broker to Telford Homes)

 

Dru Danford

Patrick Castle

+44 (0)20 7408 4090

+44 (0)20 7408 4090

 

Peel Hunt (Joint Broker to Telford Homes)

 

Charles Batten

Capel Irwin

+44 (0) 20 7418 8900

+44 (0) 20 7418 8900

Buchanan (PR Adviser to Telford Homes)

 

Henry Harrison-Topham

Victoria Hayns

Steph Watson

+44 (0) 20 7466 5000

+44 (0) 20 7466 5000

+44 (0) 20 7466 5000

Simpson Thacher & Bartlett LLP is retained as legal adviser to CBRE. Reed Smith LLP is retained as legal adviser to Telford Homes. 

Important Notice

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority ("J.P. Morgan"), is acting as financial adviser exclusively for CBRE and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than CBRE for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Telford Homes and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Telford Homes for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together "Shore Capital"), which are authorised and regulated in the United Kingdom by the FCA, are acting exclusively for Telford Homes and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Telford Homes for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Telford Homes and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Telford Homes for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document which shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme 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.

Telford Homes shall prepare the Scheme Document to be distributed to Telford Homes Shareholders. Telford Homes and CBRE urge Telford Homes Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by CBRE or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in those jurisdictions. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), such Takeover Offer may not be made available directly or indirectly, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Telford Homes Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) 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, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.  The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the AIM Rules. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US under the US Exchange Act. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with accounting standards applicable in the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

If CBRE were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Such a takeover would be made in the United States by CBRE and no one else.  Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Telford Homes Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Telford Homes is located in a country other than the US, and all of its officers and directors are residents of countries other than the US. US holders 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 judgement.

In accordance with normal UK practice and consistent with Rule 14e-5(b) under the US Exchange Act, CBRE, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Telford Homes outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including to the extent applicable the US Exchange Act. Any information about such purchases or arrangements to purchase will 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.

Forward Looking Statements

This Announcement (including information incorporated by reference in the Announcement), oral statements made regarding the Acquisition, and other information published by CBRE and Telford Homes contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of CBRE and Telford Homes. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "envisage", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Telford Homes, and/or CBRE, in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given by Telford Homes and CBRE that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Telford Homes nor CBRE assumes any obligation and Telford Homes and CBRE disclaim any intention or obligation, to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation (including under the AIM Rules and the Disclosure Guidance and Transparency Rules of the FCA).

THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER CBRE NOR TELFORD HOMES, NOR ANY OF THEIR RESPECTIVE ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, PROVIDES ANY REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF THE EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.

No Profit Forecasts, Estimates or Quantified Benefits Statements

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Telford Homes for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Telford Homes.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), 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 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the 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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Telford Homes Shareholders, persons with information rights and other relevant persons for the receipt of communications from Telford Homes may be provided to CBRE during the offer period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on CBRE's website at https://www.cbre.co.uk and Telford Homes' website at www.telfordhomes-ir.london by no later than 12 noon (London time) on 4 July 2019. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.

You may request a hard copy of this Announcement by contacting the Registrar, Link Asset Services, between 8:30 a.m. and 5:30 p.m. (London time) Monday to Friday (public holidays excepted) on 0871 664 0300 (or on +44 (0)371 664 0300 from outside the UK). Calls to this number are charged at national rates or, in the case of calls from outside the UK, at the applicable international rate. Calls from a mobile device may incur network extras. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this documents will not be provided unless such a request is made.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Telford Homes confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 76,035,500 ordinary shares of £0.10 each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB0031022154.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014

FOR IMMEDIATE RELEASE

3 July 2019

RECOMMENDED CASH ACQUISITION

of

Telford Homes Plc

by

CBRE Group, Inc. 

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
 

1.         Introduction

The boards of CBRE and Telford Homes are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Telford Homes by CBRE (or, at CBRE's election, one or more direct or indirect wholly-owned subsidiaries of CBRE) (the "Acquisition").

The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.  CBRE reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer subject to the requirement regarding the terms and conditions of such offer set out in paragraph 17 below.

2.         The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Scheme Shareholders who are on the register of members of Telford Homes at the Scheme Record Time shall be entitled to receive:

for each Scheme Share:                       350 pence in cash

The Acquisition represents an attractive premium of approximately:

·            11.1 per cent. to the closing price per Telford Homes Share of 315.0 pence on 2 July 2019 (being the latest practicable date prior to publication of this Announcement);

·            14.3 per cent. to the volume weighted average price per Telford Homes Share of 306.2 pence for the one-month period ended 2 July 2019 (being the latest practicable date prior to publication of this Announcement); and

·            21.3 per cent. to the volume weighted average price per Telford Homes Share of 288.5 pence for the three-month period ended 2 July 2019 (being the latest practicable date prior to publication of this Announcement).

The Acquisition values the entire issued and to be issued ordinary share capital of Telford Homes at approximately £267.4 million on a fully diluted basis.

The Acquisition Price is final and will not be increased, except that CBRE reserves the right to increase the Acquisition Price if there is an announcement on or after the date of this Announcement of an offer or possible offer for Telford Homes by a third party offeror or potential offeror.

In addition to the consideration payable in connection with the Acquisition, Telford Homes Shareholders on the register as at the close of business on 7 June 2019 will also be entitled to receive the payment of the Final Dividend.

If any dividend and/or other distribution and/or other return of capital is authorised, declared, made or paid in respect of Telford Homes Shares on or after the date of this Announcement, other than the Final Dividend, CBRE reserves the right to reduce the Acquisition Price by the aggregate amount of such dividend and/or other distribution and/or return of capital as further described in paragraph 15 below.

It is expected that the Scheme Document shall be published as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement (unless Telford Homes and CBRE otherwise agree, and the Panel consents, to a later date) and that the Court Meeting and the General Meeting will be held on or around 6 August 2019. It is expected that, subject to the satisfaction of all relevant conditions, the Scheme shall become effective during the third quarter of 2019.

3.         Background to and reasons for the Acquisition

CBRE believes Telford Homes represents a compelling opportunity for the following reasons:

·     

the UK market is in the early stages of what CBRE believes will be a compelling secular shift toward multi-family for-rent housing, similar to how the US market has evolved. 

·     

Telford Homes is well-positioned to be a leader in this sector;

·     

the Telford Homes leadership team is strong, a good cultural fit and is motivated to be part of the TCC business;

·     

TCC, through its residential subsidiary High Street Residential, has a strong track record in multi-family development;

·     

Telford Homes can serve as a springboard to move TCC into other product types in the UK and development opportunities in continental Europe; and

·     

the acquisition of Telford Homes will afford TCC the opportunity to expand its development platform over time in the UK and the rest of Europe.

 
4.         Recommendation

The Telford Homes Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Telford Homes Directors, Rothschild & Co has taken into account the commercial assessments of the Telford Homes Directors.

Accordingly, the Telford Homes Directors intend to recommend unanimously that Telford Homes Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting as the Telford Homes Directors have irrevocably undertaken to do in respect of their own beneficial holdings (and those of their connected persons) amounting to 2,934,242 Telford Homes Shares representing, in aggregate, approximately 3.86 per cent. of the ordinary share capital of Telford Homes in issue on 2 July 2019 (being the latest practicable date prior to publication of this Announcement).

5.         Background to and reasons for the recommendation

Telford Homes is one of London's leading residential developers, with an excellent reputation in the market. Recent structural changes in the market have led to Telford Homes undertaking a strategic shift to focus on the growing build to rent ("BTR") / multi-family residential market and the Company is now working with a number of established investors in this area. However, whilst the Telford Homes Board is confident in the long-term prospects of the business, it is also mindful of the risks posed by the wider political and macro-economic environment.

In reviewing Telford Homes' current and future potential, the Board has taken account of the likely impact of the reduced short-term profitability of the business, as well as the longer-term structural reduction in profit margins inherent with the move to be more BTR focussed. While the increased weighting towards BTR will allow a business with Telford Homes' balance sheet capacity to remain competitive in the high capital intensity London residential development market, the full benefit of this is expected to take some time to be reflected in Telford Homes' trading performance. In the meantime, the sustained slowdown in both the owner-occupier and buy-to-let sales market, along with the challenging London planning environment, means there are potential risks to Telford Homes' trading position over the short and medium term. In addition the Board believes that, based on more recent discussions with some BTR investors, the future evolution of build to rent investment in London is likely to involve an increased need for Telford Homes to take a long-term equity stake in developments and to become more involved in the management and leasing of rental properties. Should this be required for Telford Homes to remain competitive in the London BTR market, then the Board believes this may require additional financial and operational resources.

The Board, along with its advisers, has also conducted a thorough review of the value of Telford Homes' site portfolio and pipeline. The Board believes the Acquisition represents fair value for the expected risk and return characteristics of the portfolio and broader Telford Homes platform as it stands.

In view of the considerations above, the Telford Homes Board and its financial adviser engaged with CBRE and considered the possibility of shareholder value being maximised through the Acquisition.

The Telford Homes Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Telford Homes Directors, Rothschild & Co has taken into account the commercial assessments of the Telford Homes Directors.

Although the Telford Homes Board is confident about Telford Homes' future prospects, in the context of the risks set out above, the Acquisition provides an opportunity for all Telford Homes Shareholders to realise in cash their full investment in Telford Homes at a meaningful premium to the prevailing share price.

6.         Irrevocable undertakings

CBRE has received irrevocable undertakings from each of the Telford Homes Directors to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting in respect of their own beneficial holdings (and those of their connected persons) amounting to 2,934,242 Telford Homes Shares, representing approximately 3.86 per cent. of Telford Homes' issued ordinary share capital at close of business on 2 July 2019 (being the latest practicable date prior to publication of this Announcement).

Further details of the irrevocable undertakings are set out in Appendix III.

7.         Information on CBRE

CBRE is a Fortune 500 corporation (2019 rank: #146) listed on the New York Stock Exchange (NYSE:CBRE). CBRE is the world's largest commercial real estate services and investment firm, based on 2018 revenue, with leading global market positions in its leasing, property sales, occupier outsourcing, property management and valuation businesses. As of 31 December 2018, CBRE operated in more than 480 offices worldwide with over 90,000 employees, excluding independent affiliates. CBRE serves clients in more than 100 countries.

CBRE's business is focused on providing services to both occupiers of, and investors in, real estate. For occupiers, CBRE provides facilities management, project management, transaction (both property sales and leasing) and consulting services, among others. For investors, CBRE provides capital markets (property sales, commercial mortgage brokerage, loan origination and servicing), property leasing, investment management, property management, valuation and development services, among others. TCC, an independently operated subsidiary of CBRE and one of the leading developers and investors in commercial real estate in the United States, has developed or acquired 2,700 buildings valued at nearly $65 billion and over 590 million square feet. As of 31 March 2019, TCC had $9.7 billion of projects in process and $2.8 billion in its pipeline.

CBRE has provided advisory services to Telford Homes in the past but there are currently no advisory projects under way between CBRE and Telford Homes. CBRE will continue to provide advisory services to Telford Homes as and when required.

8.         Information on Telford Homes

Established in 2000, AIM quoted Telford Homes has grown to become one of London's largest residential developers and is dedicated to developing the homes and creating the spaces that London needs. Telford Homes' customers include institutional investors, housing associations and individuals. Telford Homes has a development in-process portfolio (total project cost) of £1.32 billion. Telford Homes is a developer of residential-led mixed-use sites in locations across London where there is an undersupply of housing.  In recent years Telford Homes has undertaken a strategic shift to focus on the growing BTR / multi-family market and is now working with a number of established investors. For more information please visit: www.telfordhomes-ir.london.

9.         Directors, management, employees, research and development and locations

It is intended that Telford Homes will operate as a standalone business group within the wider TCC business and its financial results will be reported within CBRE's Real Estate Investments business segment.  Jon Di-Stefano will continue in his role as Chief Executive Officer of Telford Homes after completion of the Acquisition.

Employees and management 

CBRE greatly values the skills, knowledge and expertise of Telford Homes' existing management and employees and therefore intends to preserve the current Telford Homes organisation, including Telford Homes' brand and culture, to ensure continuity of a strong track record.

CBRE expects the existing personnel of Telford Homes to continue to contribute to the success of Telford Homes following completion of the Acquisition. CBRE recognises that limited operational and administrative rationalisation of employee roles may be required following the Acquisition to reflect Telford Homes' position within the wider TCC business. CBRE expects any such rationalisation to be substantively consistent with the skills and experience required by Telford Homes' stated transition to a higher percentage of build-to-rent projects. Any headcount reductions resulting from such rationalisation will be mainly targeted at operational and administrative functions and are not expected to be significant and will be subject to consultation with affected employees and, where appropriate, employee representative bodies.

The Chairman and non-executive director of Telford Homes intend to resign as directors of Telford Homes with effect from completion of the Acquisition.

Existing rights and pensions

CBRE confirms that, following the Scheme becoming effective, the existing contractual and statutory employment rights, including in relation to the Telford Homes pension schemes (all of which are defined contribution schemes), of all Telford Homes management and employees (as amended, where applicable, in accordance with the incentivisation arrangements described below) will be fully safeguarded in accordance with applicable law.  CBRE does not intend to make any material change to the conditions of employment of the employees of Telford Homes.

Incentivisation arrangements

It is intended that each of Jon Di-Stefano, Katie Rogers, John Fitzgerald and Jerome Geoghegan will continue in their respective management positions following completion of the Acquisition.  Whilst there have been limited discussions with CBRE regarding proposed incentivisation arrangements to be put in place for these directors after completion of the Acquisition, no such terms have been agreed nor will be agreed prior to completion of the Acquisition.

As a result of the recent change in Telford Homes' strategy to focus on the BTR market, David Campbell, Group Sales and Marketing Director, has agreed with the Board of Telford Homes that there is no long term need for his role on the Board and that he would prefer to look for other opportunities. Accordingly, Telford Homes is currently discussing terms for his departure on an amicable basis and he is expected to leave the Group at the end of August 2019.  Further details will be announced in due course. David Campbell is fully supportive of the recommendation within this document and has given an irrevocable undertaking as described in section 6 above.

Locations, headquarters and research and development

Following the Acquisition, CBRE intends that Telford Homes will continue to operate as a standalone business group within the wider TCC business.  CBRE does not intend to make any changes in location of Telford Homes' headquarters, operations and places of business.

No changes are envisaged by CBRE with respect to the redeployment of Telford Homes' fixed asset base.

Telford Homes has no research and development function and accordingly CBRE has no intentions in this regard.

Trading facilities

Telford Homes Shares are currently admitted to trading on AIM. As set out in paragraph 14, an application will be made to the London Stock Exchange for the cancellation of the admission to trading of the Telford Homes Shares on AIM, to take effect from or shortly after the Effective Date.

No statements in this paragraph 9 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

Views of Telford Homes' board

In considering the recommendation of the Acquisition to Telford Homes Shareholders, the Telford Homes Directors have given due consideration to CBRE's intentions for the business, management, employees and locations of business of Telford Homes.

The Telford Homes Directors welcome CBRE's intention that, following completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all Telford Homes management and employees will be fully safeguarded in accordance with applicable law, and that any headcount reductions are not expected to be significant and would be subject to consultation.

10.       Telford Homes Share Plans

The Acquisition will extend to any Telford Homes Shares unconditionally allotted, issued or transferred prior to the Scheme Record Time to satisfy the vesting or exercise of options and awards granted under the Telford Homes Share Plans.

In accordance with Rule 15 of the Takeover Code, CBRE will make appropriate proposals to participants in Telford Homes' Share Plans in due course and a summary of these proposals will be set out in the Scheme Document.

11.       Financing

It is CBRE's intention to fund the Cash Consideration from its existing cash resources and availability within its existing Revolving Credit Facility.

CBRE has entered into a Bridge Credit Agreement provided by JPMorgan Chase Bank, N.A., as administrative agent, sole bookrunner and sole lead arranger (the "Lead Arranger"), solely for the purpose of satisfying J.P. Morgan, financial adviser to CBRE, that sufficient resources are available to CBRE to satisfy in full the payment of the Cash Consideration payable in respect of the Acquisition. However, CBRE does not intend to utilise the Bridge Credit Agreement but instead intends to fund the Cash Consideration from its existing cash resources and availability within its existing Revolving Credit Facility (as referred to above). 

J.P. Morgan, financial adviser to CBRE, has confirmed that it is satisfied that sufficient resources are available to CBRE to satisfy in full the payment of the Cash Consideration payable in respect of the Acquisition.

12.       Offer-related Arrangements


Confidentiality Agreement

CBRE and Telford Homes entered into a confidentiality agreement on 7 May 2019 (the "Confidentiality Agreement") pursuant to which CBRE and Telford Homes have undertaken to keep confidential certain information related to the Acquisition and to each other or any of their respective connected persons and not to disclose it to third parties (other than to permitted recipients) unless required by law or regulation. These confidentiality obligations shall remain in force for two years from the date of the Confidentiality Agreement.

The Confidentiality Agreement also contains undertakings from CBRE and Telford Homes that, for a period of 12 months from the date of the Confidentiality Agreement, each of them shall not approach certain of the other party's officers or employees without the prior written consent of the other party nor employ or otherwise engage certain of the other party's officers or employees.

CBRE has also agreed to customary standstill arrangements pursuant to which CBRE has agreed that, subject to certain exceptions, CBRE will not acquire Telford Homes Shares or any interest in any Telford Homes Shares without the prior written consent of Telford Homes. These restrictions fall away immediately following the making of this Announcement.

13.       Structure of and Conditions to the Acquisition

It is intended that the Acquisition shall be effected by means of a Court-approved scheme of arrangement between Telford Homes and the Scheme Shareholders under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for CBRE to become the holder of the entire issued and to be issued ordinary share capital of Telford Homes. This is to be achieved by the transfer of the Scheme Shares to CBRE (or, at CBRE's election, one or more direct or indirect wholly-owned subsidiaries of CBRE), in consideration for which the Scheme Shareholders who are on the register of members of Telford Homes at the Scheme Record Time shall receive Cash Consideration on the basis set out in paragraph 2 of this Announcement.

The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document and the Forms of Proxy and will only become effective if, among other things, the following events occur on or before the Long Stop Date or such later date as may be agreed in writing by CBRE and Telford Homes (with the Panel's consent and as the Court may approve (if such approval(s) are required)):

(i)  

the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders;

(ii)  

the Resolutions required to implement the Scheme being duly passed by Telford Homes Shareholders representing 75 per cent. or more of votes cast at the General Meeting;

(iii) 

the approval of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Telford Homes and CBRE);

(iv) 

the delivery of a copy of the Court Order to the Registrar of Companies; and

(v) 

merger control approval from the European Commission being obtained.

 

The Acquisition shall lapse if:

·     

the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of such meetings as set out in the Scheme Document (or such later date as may be agreed between CBRE and Telford Homes, with the Panel's consent);

·     

the Court Hearing to approve the Scheme is not held by the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed between CBRE and Telford Homes, with the Panel's consent); or

·     

the Scheme does not become effective by the Long Stop Date,

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Court Hearing to approve the Scheme as set out above may be waived by CBRE, and the deadline for the Scheme to become effective may be extended by agreement between Telford Homes and CBRE.

Upon the Scheme becoming effective, it shall be binding on all Telford Homes Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document, which will specify the necessary actions to be taken by Telford Homes Shareholders. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and, in any event, within 28 days of this Announcement (unless Telford Homes and CBRE otherwise agree, and the Panel consents, to a later date) and that the Court Meeting and the General Meeting will be held on or around 6 August 2019. The Scheme Document and Forms of Proxy will be posted to all Telford Homes Shareholders and, for information only, to persons with information rights and to holders of options granted under the Telford Homes Schemes as soon as practicable, at no charge to them.

Under the terms of the Bridge Credit Agreement, CBRE and CBRE Services, Inc. have agreed not to amend, treat as satisfied or waive any term or Condition of the Scheme without the consent of the Lead Arranger in writing (such consent not to be unreasonably withheld, delayed or conditioned) other than any such amendment, treatment or waiver which is not materially adverse to the interests of the lenders under the Bridge Credit Agreement, and except as required by the Takeover Code or required by the Panel, other competent regulatory body or by a court of competent jurisdiction.

14.       Cancellation of admission to trading on AIM

Prior to the Scheme becoming effective, Telford Homes shall make an application for the cancellation of the admission to trading of the Telford Homes Shares on AIM, to take effect from or shortly after the Effective Date. The last day of dealings in Telford Homes Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.

On or shortly after the Effective Date, share certificates in respect of Telford Homes Shares shall cease to be valid and entitlements to Telford Homes Shares held within the CREST system shall be cancelled.

It is also proposed that, following the Effective Date and after its shares are no longer admitted to trading on AIM, Telford Homes shall be re-registered as a private limited company. It is proposed, as part of the application to the Court in connection with the Scheme, to seek an order of the Court pursuant to Section 651 of the Companies Act to re-register Telford Homes as a private limited company.

15.       Dividends

If any dividend and/or other distribution and/or other return of capital is authorised, declared, made or paid in respect of Telford Homes Shares on or after the date of this Announcement, other than the Final Dividend, CBRE reserves the right to reduce the Acquisition Price by the aggregate amount of such dividend and/or other distribution and/or other return of capital in which case the relevant eligible Telford Homes Shareholders will be entitled to receive and retain such dividend and/or distribution and/or other return of capital.

 

If any such dividend and/or other distribution and/or other return of capital is paid or made by Telford Homes after the date of this Announcement and CBRE exercises its rights described above, any reference in this Announcement to the Acquisition Price payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by CBRE of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.

 

16.       Disclosure of interests in Telford Homes

Save in respect of the irrevocable undertakings referred to in paragraph 6 above, as at the close of business on 2 July 2019 (being the latest practicable date prior to publication of this Announcement), neither CBRE, nor any of its directors, nor any of CBRE's subsidiaries, nor, so far as CBRE is aware, any person acting in concert (within the meaning of the Takeover Code) with it has: (i) any interest in or right to subscribe for any relevant securities of Telford Homes; (ii) any short positions in respect of relevant securities of Telford Homes  (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; (iii) any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code, in relation to the relevant securities of Telford Homes; nor (iv) borrowed or lent any relevant securities of Telford Homes (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or sold.

"relevant securities of Telford Homes" means Telford Homes Shares or securities convertible or exchangeable into Telford Homes Shares.

'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

It has not been possible for CBRE to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, if CBRE becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of Telford Homes, all relevant details in respect of CBRE's concert parties will be included in CBRE's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code.

17.    General

CBRE reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer subject to the requirement, which has been agreed by CBRE, that in such circumstances CBRE shall not take any action that would cause the offer not to proceed or to lapse or be withdrawn, in each case for non-fulfilment of the acceptance condition related to the offer (described further below), prior to the earlier of (i) the sixtieth day after the publication of the offer document and (ii) the date falling 14 days after the satisfaction of Conditions 2(a) and (b) set out in Part A of Appendix I to this Announcement, and CBRE shall accordingly ensure that the offer remains open for acceptances until such time.  In circumstances where the Acquisition is implemented by way of a Takeover Offer, CBRE and Telford Homes shall agree an acceptance condition with the Panel (being in all cases a level which is more than 50 per cent. of the Telford Homes Shares to which the offer relates) that will apply to the offer and CBRE shall ensure that the only conditions of the offer shall be the conditions set out in Appendix 1 Part A to this Announcement (subject to replacing Condition 1 therein with the acceptance condition referred to above).  In all other respects, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to a Scheme, subject to appropriate amendments.

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, CBRE intends to: (i) apply to the London Stock Exchange for the cancellation of the admission to trading of the Telford Homes Shares on AIM and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Telford Homes Shares in respect of which the Takeover Offer has not been accepted.

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

The Acquisition is governed by the laws of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in Appendix I and to be set out in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the AIM Rules.

J.P. Morgan, Rothschild & Co, Shore Capital and Peel Hunt have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

18.       Documents available on website

Copies of the following documents shall be made available, subject to certain restrictions relating to persons residing in Restricted Jurisdictions, on CBRE's website at https://www.cbre.co.uk and on Telford Homes' website at www.telfordhomes-ir.london until the end of the Acquisition:

·            the irrevocable undertakings referred to in paragraph 6 above and summarised in Appendix III to this Announcement;

·            the Confidentiality Agreement;

·            the consents from financial advisers to being named in this Announcement; and

·            documents relating to the financing of the Acquisition referred to in paragraph 11 above.

Neither the contents of the websites referred to in this Announcement nor the contents of any website accessible from hyperlinks is incorporated in, or forms part of, this Announcement.

Enquiries:

CBRE

 

Jim Groch, Global Group President and Chief Investment Officer

Cash Smith, Global Head, M&A

Emma Giamartino, Americas Head, M&A

Steve Iaco, Senior Managing Director Corporate Communications

Brad Burke, Head of Investor Relations

+1 215 921 7474

+1 704 331 1297

+1 215 921 7476

+1 212 984 6535

+1 215 921 7436

J.P. Morgan (Financial Adviser to CBRE)

 

John Witherspoon

Dwayne Lysaght

Bronson Albery

Tara Morrison

+44(0) 207 742 4000

+44(0) 207 742 4000

+44(0) 207 742 4000

+44(0) 207 742 4000

Telford Homes

 

Andrew Wiseman, Chairman

Jon Di-Stefano, Chief Executive Officer

+44 (0)1992 809 800

+44 (0)1992 809 800

Rothschild & Co (Financial Adviser to Telford Homes)

 

Alex Midgen

Peter Everest

+44 (0)20 7280 5000

+44 (0)20 7280 5000

Shore Capital (Nomad and Joint Broker to Telford Homes)

 

Dru Danford

Patrick Castle

+44 (0)20 7408 4090

+44 (0)20 7408 4090

 

Peel Hunt (Joint Broker to Telford Homes)

 

Charles Batten

Capel Irwin

+44 (0) 20 7418 8900

+44 (0) 20 7418 8900

Buchanan (PR Adviser to Telford Homes)

 

Henry Harrison-Topham

Victoria Hayns

Steph Watson

+44 (0) 20 7466 5000

+44 (0) 20 7466 5000

+44 (0) 20 7466 5000

 

Simpson Thacher & Bartlett LLP is retained as legal adviser to CBRE. Reed Smith LLP is retained as legal adviser to Telford Homes. 

Important Notice

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority ("J.P. Morgan"), is acting as financial adviser exclusively for CBRE and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than CBRE for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Telford Homes and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Telford Homes for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together "Shore Capital"), which are  authorised and regulated in the United Kingdom by the FCA, are acting exclusively for Telford Homes and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Telford Homes for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Telford Homes and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Telford Homes for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document which shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme 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.

Telford Homes shall prepare the Scheme Document to be distributed to Telford Homes Shareholders. Telford Homes and CBRE urge Telford Homes Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by CBRE or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in those jurisdictions. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), such Takeover Offer may not be made available directly or indirectly, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Telford Homes Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) 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, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.  The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the AIM Rules. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US under the US Exchange Act. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with accounting standards applicable in the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

If CBRE were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Such a takeover would be made in the United States by CBRE and no one else.  Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Telford Homes Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Telford Homes is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. US holders 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 judgement.

In accordance with normal UK practice and consistent with Rule 14e-5(b) under the US Exchange Act, CBRE, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Telford Homes outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including to the extent applicable the US Exchange Act. Any information about such purchases or arrangements to purchase will 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.

Forward Looking Statements

This Announcement (including information incorporated by reference in the Announcement), oral statements made regarding the Acquisition, and other information published by CBRE and Telford Homes contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of CBRE and Telford Homes. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "envisage", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Telford Homes, and/or CBRE, in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given by Telford Homes and CBRE that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Telford Homes nor CBRE assumes any obligation and Telford Homes and CBRE disclaim any intention or obligation, to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation (including under the AIM Rules and the Disclosure Guidance and Transparency Rules of the FCA).

THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER CBRE NOR TELFORD HOMES, NOR ANY OF THEIR RESPECTIVE ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, PROVIDES ANY REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF THE EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.

No Profit Forecasts, Estimates or Quantified Benefits Statements

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Telford Homes for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Telford Homes.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), 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 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the 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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Telford Homes Shareholders, persons with information rights and other relevant persons for the receipt of communications from Telford Homes may be provided to CBRE during the offer period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on CBRE's website at https://www.cbre.co.uk and Telford Homes' website at www.telfordhomes-ir.london by no later than 12 noon (London time) on 4 July 2019. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.

You may request a hard copy of this Announcement by contacting the Registrar, Link Asset Services, between 8:30 a.m. and 5:30 p.m. (London time) Monday to Friday (public holidays excepted) on 0871 664 0300 (or on +44 (0)371 664 0300 from outside the UK). Calls to this number are charged at national rates or, in the case of calls from outside the UK, at the applicable international rate. Calls from a mobile device may incur network extras. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Telford Homes confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 76,035,500 ordinary shares of £0.10 each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB0031022154.

 

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor accountant or independent financial adviser duly authorized under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorized independent financial adviser.

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

The Acquisition shall be conditional upon the Scheme becoming unconditional and effective, subject to the Takeover Code, by not later than 11:59 p.m. on the Long Stop Date.

1.         The Scheme shall be subject to the following conditions:

 

1.1. 

(i)         its approval by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders; and

(ii)         such Court Meeting being held on or before the 22nd day after the expected date of such meeting as set out in the Scheme Document (or such later date as may be agreed by CBRE and Telford Homes and the Court may allow);

1.2. 

(i)         the Resolutions required to implement the Scheme being duly passed by Telford Homes Shareholders representing 75 per cent. or more of votes cast at the General Meeting; and

(ii)         such General Meeting being held on or before the 22nd day after the expected date of such meeting as set out in the Scheme Document (or such later date as may be agreed by CBRE and Telford Homes and the Court may allow); and

1.3. 

(i)         the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Telford Homes and CBRE) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii)         the Court Hearing to sanction the Scheme being held on or before the 22nd day after the expected date of the Court sanction hearing as set out in the Scheme Document (or such later date as may be agreed by CBRE and Telford Homes and the Court may allow).

2.         In addition, subject as stated in Part B below and to the requirements of the Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

European Commission

(a)        approval of the Acquisition having been granted by the European Commission under Article 6(1)(b) or 6(2) of Council Regulation (EC) No 139/2004 of the European Union (the "Regulation"), as amended, or, by failing to issue a decision by the time the relevant waiting period has expired, approval of the Acquisition by the European Commission having been deemed to have been granted under Article 10(6) of the Regulation;

(b)        if the European Commission has adopted a decision under Article 9 of the Regulation to refer the Acquisition in whole or in part to any competent authority of any Member State of the European Union or of the European Economic Area, all such competent authorities in each Member State of the European Union or of the European Economic Area to which the whole or part of the Acquisition has been referred having approved the Acquisition, or applicable waiting periods in respect of the Acquisition having expired or been earlier terminated; or, if only part of the Acquisition has been referred to a Member State of the European Union or of the European Economic Area, the European Commission having approved that part of the Acquisition not so referred to a competent authority under Article 6(1)(b) or 6(2) of the Regulation, or, by failing to issue a decision by the time the relevant waiting period has expired, approval of that part of the Acquisition not so referred to a competent authority by the European Commission having been deemed to have been granted under Article 10(6) of the Regulation;

Notifications, Waiting periods and Authorisations

(c)        excluding the Conditions set out under 2(a) and (b) above, all material filings, applications and/or notifications which are necessary under applicable legislation or regulation of any relevant jurisdiction having been made and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition or, except pursuant to Chapter 3 of Part 28 of the Companies Act, other acquisition of any shares or other securities in, or control or management of, Telford Homes or any member of the Wider Telford Homes Group by any member of the Wider CBRE Group or (except as Disclosed) the carrying on by any member of the Wider Telford Homes Group of its business;

General antitrust and regulatory

(d)        excluding the Conditions set out under 2(a) and (b) above, no antitrust regulator or Third Party having given notice of a decision to take, institute or implement any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to, in any case to an extent or in a manner which is or would be material in the context of the Wider Telford Homes Group taken as a whole or in the context of the Acquisition:

(i)         require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider CBRE Group or by any member of the Wider Telford Homes Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii)        except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider CBRE Group or the Wider Telford Homes Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Telford Homes Group or any asset owned by any Third Party (other than in the implementation of the Acquisition);

(iii)        impose any material limitation on, or result in a material delay in, the ability of any member of the Wider CBRE Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Telford Homes or on the ability of any member of the Wider Telford Homes Group or any member of the Wider CBRE Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Telford Homes Group;

(iv)       otherwise adversely affect any or all of the business, assets or profits of any member of the Wider Telford Homes Group or any member of the Wider CBRE Group;

(v)        result in any member of the Wider Telford Homes Group or any member of the Wider CBRE Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi)       make the Acquisition, its implementation or the acquisition of any shares or other securities in, or control or management of, Telford Homes by any member of the Wider CBRE Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Telford Homes by any member of the Wider CBRE Group;

(vii)       require, prevent or materially delay a divestiture by any member of the Wider CBRE Group of any shares or other securities (or the equivalent) in any member of the Wider Telford Homes Group or any member of the Wider CBRE Group; or

(viii)      impose any material limitation on the ability of any member of the Wider CBRE Group or any member of the Wider Telford Homes Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider CBRE Group and/or the Wider Telford Homes Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, or implement any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Telford Homes or any other member of the Wider Telford Homes Group by any member of the Wider CBRE Group or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(e)        except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Telford Homes Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the acquisition or proposed acquisition by any member of the Wider CBRE Group of any shares or other securities (or the equivalent) in Telford Homes, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Telford Homes Group taken as a whole:

(i)         any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Telford Homes Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)        the creation or enforcement of any mortgage, charge, encumbrance or other security interest over the whole or any material part of the business, property or assets of any member of the Wider Telford Homes Group or any such mortgage, encumbrance, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)        any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Telford Homes Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv)       the interest or business of any such member of the Wider Telford Homes Group in or with any other person, firm or company (or any agreements or arrangements relating to such interest or business) being terminated or adversely modified or affected;

(v)        any member of the Wider Telford Homes Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi)       the value of, or the financial or trading position, profits or prospects of, any member of the Wider Telford Homes Group being prejudiced or adversely affected;

(vii)       any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Telford Homes Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Telford Homes Group; or

(viii)      the creation or acceleration of any liability (actual or contingent) of any member of the Wider Telford Homes Group (including any tax liability or any obligation to obtain or acquire any Authorisation, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Telford Homes Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions (e)(i) to (viii) above, in each case to the extent material in the context of the Wider Telford Homes Group taken as a whole;

Certain events occurring since 31 March 2019

(f)         except as Disclosed, no member of the Wider Telford Homes Group having since 31 March 2019:

(i)         issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold, or agreed to transfer or sell or authorised or proposed the transfer or sale of, Telford Homes Shares out of treasury (except, where relevant, as between Telford Homes and wholly owned subsidiaries of Telford Homes or between the wholly owned subsidiaries of Telford Homes and except for the issue or transfer out of treasury of Telford Homes Shares on the exercise of employee share options or vesting of employee share awards or appropriation or other transfer of Telford Homes Shares in the ordinary course under the Telford Homes Share Plans);

(ii)        other than the Final Dividend, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Telford Homes to Telford Homes or any of its wholly owned subsidiaries;

(iii)        other than pursuant to the Acquisition and except for transactions between Telford Homes and its wholly owned subsidiaries or between the wholly owned subsidiaries of Telford Homes, implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Telford Homes Group taken as a whole;

(iv)       other than in the ordinary and usual course of business and except for transactions between Telford Homes and its wholly owned subsidiaries or between the wholly owned subsidiaries of Telford Homes, disposed of, or transferred, mortgaged, encumbered or created any security interest over, any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v)        except for transactions between Telford Homes and its wholly owned subsidiaries or between the wholly owned subsidiaries of Telford Homes, issued, authorised or proposed or announced an intention to authorise or propose the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness, in each case which is material in the context of the Wider Telford Homes Group as a whole;

(vi)       entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which: (i) is of a long term, unusual or onerous nature or magnitude; or (ii) is reasonably likely to be materially restrictive on the business of any member of the Wider Telford Homes Group;

(vii)       entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Telford Homes Group, except for (in each case) salary increases, bonuses or variations of terms in the ordinary course;

(viii)      proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Telford Homes Group;

(ix)       purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x)        waived, compromised or settled any claim which is material in the context of the Wider Telford Homes Group taken as a whole or in the context of the Acquisition;

(xi)       terminated or varied the terms of any agreement or arrangement between any member of the Wider Telford Homes Group and any other person in a manner which would or might reasonably be expected to be materially adverse to the Wider Telford Homes Group taken as a whole or to be material in the context of the Acquisition;

(xii)       except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(a)      the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Telford Homes Group for its directors, employees or their dependents;

(b)      the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(c)      the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(d)      the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to;

(xiii)      carried out any act (other than any act arising from or in connection with the Acquisition):

(a)      which would or could reasonably be expected to lead to the commencement of the winding up of any pension scheme(s) established by any member of the Wider Telford Homes Group for its directors, former directors, employees, former employees or their dependents;

(b)      which would or might reasonably be expected to create a material debt owed by an employer to any such pension scheme;

(c)      which would or might reasonably be expected to accelerate any obligation on any employer to fund or pay additional contributions to any such pension scheme; or

(d)      which would, having regard to the published guidance of the Pensions Regulator, give rise to a liability of a member of the Wider Telford Homes Group to make payment to any pension scheme arising out of the operation of section 38 and 38A of the Pensions Act 2004;

(xiv)      excluding a trustee of any such pension scheme: (a) entered into or proposed to enter into one or more bulk annuity contracts in relation to any such pension scheme pursuant to which a member of the Wider Telford Homes Group is required to pay further contributions; or (b) agreed to the entering into of a bulk annuity contract by a trustee of any such pension scheme;

(xv)      been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, 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;

(xvi)      (other than in respect of a member of the Wider Telford Homes Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvii)     except for transactions between Telford Homes and its wholly owned subsidiaries or between the wholly owned subsidiaries of Telford Homes, made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xviii)    other than with the consent of CBRE, taken (agreed or proposed to take) any action that requires, or would require, the consent of the Panel or the approval of Telford Homes Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

(xix)      other than in the ordinary course of business, entered into, implemented or authorised the entry into any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which would be restrictive on the business of any member of the Wider Telford Homes Group;

(xx)      entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Telford Homes Group or the Wider CBRE Group other than of a nature and to an extent which is normal in the context of the business concerned and which in any case is material in the context of the Wider Telford Homes Group taken as a whole;

(xxi)      made any alterations to its memorandum or articles of association or other incorporation documents; or

(xxii)     entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition (f);

No adverse change, litigation or similar

(g)        except as Disclosed, since 31 March 2019 there having been:

(i)         no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects of any member of the Wider Telford Homes Group which is material in the context of the Wider Telford Homes Group taken as a whole or in the context of the Acquisition;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against (and in each case, not having been withdrawn and/or resolved) or in respect of any member of the Wider Telford Homes Group or to which any member of the Wider Telford Homes Group is or may become a party (whether as claimant, defendant or otherwise), in each case which is or might reasonably be expected to have a material adverse effect on the Wider Telford Homes Group taken as a whole or in the context of the Acquisition;

(iii)        no enquiry or investigation by (or, to Telford Homes' knowledge, complaint or reference to) any Third Party or other investigative body having been threatened, announced, instituted or remaining outstanding by, against (and in each case, not having been withdrawn and/or resolved) or in respect of any member of the Wider Telford Homes Group, which in any case is material in the context of the Wider Telford Homes Group taken as a whole or in the context of the Acquisition;

(iv)       no contingent or other liability having arisen or become apparent to CBRE or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Telford Homes Group to an extent which is or might reasonably be expected to be material in the context of the Wider Telford Homes Group taken as a whole or in the context of the Acquisition;

(v)        no member of the Wider Telford Homes Group having conducted its business in breach of applicable laws and regulations and which is material in the context of the Wider Telford Homes Group as a whole or material in the context of the Acquisition; and

(vi)       no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Telford Homes Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is or might reasonably be expected to have a material adverse effect on the Wider Telford Homes Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

(h)        except as Disclosed, CBRE not having discovered, in each case to an extent which is material in the context of the Wider Telford Homes Group taken as a whole or which is otherwise material in the context of the Acquisition, that:

(i)         any financial, business or other information concerning the Wider Telford Homes Group publicly announced prior to the date of this Announcement or disclosed at any time to any member of the Wider CBRE Group by or on behalf of any member of the Wider Telford Homes Group prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading;

(ii)        any member of the Wider Telford Homes Group (or partnership, company or other entity in which any member of the Wider Telford Homes Group has a Significant Interest and which is not a subsidiary undertaking of Telford Homes) is subject to any liability, contingent or otherwise, other than in the ordinary course of business;

(iii)        any past or present member of the Wider Telford Homes Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Telford Homes Group;

(iv)       there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non--compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Telford Homes Group;

(v)        there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Telford Homes Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or

(vi)       circumstances exist (whether as a result of making the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Telford Homes Group would be likely to be required to institute) an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Telford Homes Group (or on its behalf) or by any person for which a member of the Wider Telford Homes Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest;

Anti-corruption

(vii)       any member of the Wider Telford Homes Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption legislation;

(viii)      any member of the Wider Telford Homes Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended);

(ix)       any past or present member, director, officer, employee, agent, consultant or designated representative of the Wider Telford Homes Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any activity or business with, or made any investments in, or made any funds or assets available to or received any funds or assets from: (A) any government, entity or individual targeted by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States; or (B) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Asset Control or Her Majesty's Revenue & Customs; or

(x)        a member of the Telford Homes Group has engaged in any transaction which would cause any member of the Wider CBRE Group to be in breach of any applicable law or regulation upon its acquisition of Telford Homes, including the economic sanctions of the United States Office of Foreign Assets Control or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states; or

No criminal property

(xi)       any asset of any member of the Wider Telford Homes Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Certain further terms of the Acquisition

1.         Subject to the requirements of the Panel, CBRE reserves the right to waive:

(i)         the deadlines set out in any of the Conditions set out in Condition 1 of Part A above for the timing of the Court Meeting, General Meeting and the Court Hearing to sanction the Scheme and the effectiveness of the Scheme. If any such deadline is not met, CBRE shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Telford Homes to extend the deadline in relation to the relevant Condition; and

(ii)         in whole or in part, all or any of Conditions 2(a) to (h) (inclusive) in Part A above.

2.         If CBRE is required by the Panel to make an offer for Telford Homes Shares under the provisions of Rule 9 of the Takeover Code, CBRE may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

 

3.         The Acquisition shall lapse if: (i) in so far as the Acquisition or any matter arising from or relating to the Scheme or Acquisition constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or (ii) the Acquisition or any matter arising from or relating to the Scheme or Acquisition becomes subject to a CMA Phase 2 Reference, in each case before the date of the Court Meeting.

 

4.         CBRE shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2(a) to (h) (inclusive) of Part A above by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

 

5.         Under Rule 13.5 of the Takeover Code, CBRE may not invoke a Condition to the Acquisition so as to cause the Acquisition 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 CBRE in the context of the Acquisition. The Conditions contained in paragraphs 1 and 2(a) and (b) of Part A of this Appendix 1 and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to this provision of the Takeover Code.

 

6.         The Telford Homes Shares to be acquired under the Acquisition shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and, save in respect of the Final Dividend which shall be payable to Telford Homes Shareholders on the register of members as at 7 June 2019, the right to receive and retain in full all dividends (other than the Final Dividend) and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the date of this Announcement.

 

7.         If, on or after the date of this Announcement, any dividend and/or other distribution and/or other return of capital, other than the Final Dividend, is proposed, authorised, declared, paid or made or becomes payable by Telford Homes, CBRE reserves the right (without prejudice to any right of CBRE, with the consent of the Panel, to invoke Condition 2(f)(ii) in Part A above) to reduce the consideration payable under the Acquisition by the aggregate amount of such dividend and/or distribution and/or other return of capital and accordingly reduce the Acquisition Price, in which case the relevant eligible Telford Homes Shareholders will be entitled to receive and retain such dividend and/or distribution and/or other return of capital.

If any such dividend and/or other distribution and/or other return of capital and consequent reduction occurs, any reference in this Announcement to the consideration payable or the Acquisition Price shall be deemed to be a reference to the consideration payable or the Acquisition Price as so reduced.

To the extent that such a dividend and/or other distribution and/or other return of capital has been declared, paid, made or is payable, and is or shall be: (i) transferred pursuant to the Acquisition on a basis which entitles CBRE to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable and the Acquisition Price shall not be subject to change in accordance with this paragraph.

Furthermore, CBRE reserves the right to reduce the consideration payable under the Acquisition in respect of the Telford Homes Shares in such circumstances as are, and by such amount as is, permitted by the Panel.

Any exercise by CBRE of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

8.         CBRE reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer subject to the requirement, which has been agreed by CBRE, that in such circumstances CBRE shall not take any action that would cause the offer not to proceed or to lapse or be withdrawn, in each case for non-fulfilment of the acceptance condition related to the offer (described further below), prior to the earlier of (i) the sixtieth day after the publication of the offer document and (ii) the date falling 14 days after the satisfaction of Conditions 2(a) and (b) set out in Part A of Appendix I to this Announcement, and CBRE shall accordingly ensure that the offer remains open for acceptances until such time.  In circumstances where the Acquisition is implemented by way of a Takeover Offer, CBRE and Telford Homes shall agree an acceptance condition with the Panel (being in all cases a level which is more than 50 per cent. of the Telford Homes Shares to which the offer relates) that will apply to the offer and CBRE shall ensure that the only conditions of the offer shall be the conditions set out in Appendix 1 Part A to this Announcement (subject to replacing Condition 1 therein with the acceptance condition referred to above).  In all other respects, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to a Scheme, subject to appropriate amendments.

 

9.         The availability of the Acquisition to persons not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

 

10.        The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

 

11.        The Acquisition is governed by the laws of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the AIM Rules.

 

12.        Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

 

 

 

 

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

(i)   The value placed by the Acquisition on the existing issued share capital of Telford Homes is based on 76,035,500 Telford Homes Shares in issue on 2 July 2019 (excluding shares held in treasury), being the last dealing day prior to the date of this Announcement.

(ii)   The value of the Acquisition on a fully diluted basis has been calculated on the basis of a fully diluted issued share capital of 76,396,365 Telford Homes Shares, which is calculated by reference to 76,035,500 Telford Homes Shares in issue on 2 July 2019 (excluding shares held in treasury) and a further 360,865 Telford Homes Shares which may be issued on or after the date of this Announcement on the exercise of options or vesting of awards under the Telford Homes Share Plans.

(iii)  Unless otherwise stated, all prices and closing prices for Telford Homes Shares are closing middle market quotations derived from Bloomberg.

(iv)  Volume weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place.

(v)  Unless otherwise stated, the financial information relating to Telford Homes is extracted from the audited final results of the Telford Homes Group for the financial year to 31 March 2019, prepared in accordance with IFRS.

(vi)  Certain figures included in this Announcement have been subject to rounding adjustments.

 

 

APPENDIX III

IRREVOCABLE UNDERTAKINGS

Telford Homes Directors' Irrevocable Undertakings

Name of Telford Homes Director

Number of Telford Homes Shares in respect of which undertaking is given

Percentage of Telford Homes issued share capital in respect of which undertaking is given

Andrew Wiseman

2,210,904

2.91

Jon Di-Stefano

413,623

0.54

Katie Rogers

134,823

0.18

John Fitzgerald

118,092

0.16

Jerome Geoghegan

1,216

0.011

David Campbell

48,739

0.06

Jane Earl

6,845

0.01

 

1 Actual percentage is 0.0016% but rounded up to two decimal places.

These irrevocable undertakings also extend to any shares acquired by the Telford Homes Directors as a result of the vesting of awards under the Telford Homes Share Plans.

These irrevocable undertakings remain binding in the event a higher competing offer is made for Telford Homes and will only cease to be binding:

·     

if CBRE announces, with the consent of the Panel and before the Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme of arrangement (or Takeover Offer) is announced by CBRE in accordance with Rule 2.7 of the Takeover Code at the same time;

·     

if the Scheme (or Takeover Offer, as applicable) is withdrawn and no new, revised or replacement Scheme (or Takeover Offer, as applicable) has been announced, in accordance with Rule 2.7 of the Takeover Code, in its place or is announced, in accordance with Rule 2.7 of the Takeover Code, within 10 Business Days of such lapse or withdrawal;

·     

on the Long Stop Date; or

·     

on the date on which any competing offer for the entire issued and to be issued share capital of Telford Homes is declared wholly unconditional or, if proceeding by way of scheme of arrangement, becomes effective.

 

 

 

 

 


DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"Acquisition"

the direct or indirect acquisition by CBRE (or, at CBRE's election, one or more direct or indirect wholly-owned subsidiaries of CBRE) of the entire issued and to be issued ordinary share capital of Telford Homes, to be effected by means of the Scheme (or by way of the Takeover Offer under certain circumstances described in this Announcement), and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

"Acquisition Price"

350 pence per Telford Homes Share;

"AIM"

the market of that name operated by the London Stock Exchange;

"AIM Rules"

the rules published by the London Stock Exchange, which set out the rules and responsibilities in relation to companies with a class of securities admitted to trading on AIM;

"Announcement"

this announcement;

"Authorisations"

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;

"Bridge Credit Agreement"

the Bridge Credit Agreement in an aggregate principal amount equal to up to approximately £270,000,000 between CBRE, CBRE Services, Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and sole bookrunner and sole lead arranger, entered into on or before the date of this Announcement;

"BTR"

build to rent;

"Business Day"

a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in the City of London;

"Cash Consideration"

the cash amount of 350 pence payable by CBRE under the Acquisition in respect of each Telford Homes Share, as may be adjusted in accordance with the terms of the Acquisition as set out in this Announcement;

"CBRE"

CBRE Group, Inc.;

"CMA Phase 2 Reference"

a reference of the Acquisition to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;

"Companies Act"

the Companies Act 2006, as amended;

"Competition and Markets Authority"

a UK statutory body established under the Enterprise and Regulatory Reform Act 2013;

"Conditions"

the conditions to the implementation of the Acquisition, as set out in Appendix I to this Announcement and to be set out in the Scheme Document;

"Confidentiality Agreement"

the confidentiality agreement between CBRE and Telford Homes dated 7 May 2019 as described in paragraph 12 of this Announcement;

"Court"

the High Court of Justice in England and Wales;

"Court Hearing"

the Court hearing at which Telford Homes will seek an order sanctioning the Scheme pursuant to Part 26 of the Companies Act;

"Court Meeting"

the meeting of the Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment or reconvening thereof;

"Court Order"

the order of the Court sanctioning the Scheme under section 899 of the Companies Act;

"CREST"

the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear;

"Dealing Disclosure"

has the same meaning as in Rule 8 of the Takeover Code;

"Disclosed"

the information disclosed by or on behalf of Telford Homes: (i) in the interim report of the Telford Homes Group for the six months ended 30 September 2018; (ii) in the annual report and accounts of the Telford Homes Group for the financial year ended 31 March 2019; (iii) in this Announcement; (iv) in any other announcement to a Regulatory Information Service by or on behalf of Telford Homes prior to the publication of this Announcement; (v) in filings made with the Registrar of Companies and appearing in Telford Homes' file at Companies House within the last two years; or (vi) as otherwise fairly disclosed to CBRE (or its respective officers, employees, agents or advisers) prior to the date of this Announcement (including all matters fairly disclosed in the written replies, correspondence, documentation and information provided in an electronic data room created by or on behalf of Telford Homes or sent to CBRE or any of its respective advisers during the due diligence process and whether or not in response to any specific request for information made by any such person);

"Effective Date"

the date on which: (i) the Scheme becomes effective; or (ii) if CBRE elects to implement the Acquisition by way of a Takeover Offer, the date on which such Takeover Offer becomes or is declared unconditional in all respects;

"Euroclear"

Euroclear UK and Ireland Limited;

"Excluded Shares"

(i) any Telford Homes Shares beneficially owned by CBRE, any member of the Wider CBRE Group or any other person holding shares in CBRE; or (ii) any Telford Homes Shares held in treasury by Telford Homes;

"FCA" or "Financial Conduct Authority"

the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000;

"Final Dividend"

has the meaning given to it in the fifth paragraph of the summary to this Announcement;

"Forms of Proxy"

the forms of proxy in connection with each of the Court Meeting and the General Meeting, which will accompany the Scheme Document;

"General Meeting"

the general meeting of Telford Homes (including any adjournment thereof) to be convened in connection with the Scheme, notice of which shall be set out in the Scheme Document;

"IFRS"

International Financial Reporting Standards;

"J.P. Morgan"

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove;

"Lead Arranger"

has the meaning given to it in paragraph 11 of this Announcement;

"Listing Rules"

the rules and regulations published by the FCA and contained in the Listing Rules sourcebook which is part of the FCA Handbook;

"London Stock Exchange"

London Stock Exchange plc;

"Long Stop Date"

3 December 2019 or such later date as may be agreed in writing by CBRE and Telford Homes (with the Panel's consent and as the Court may approve (if such approval(s) are required));

"Opening Position Disclosure"

has the same meaning as in Rule 8 of the Takeover Code;

"Overseas Shareholders"

Telford Homes Shareholders (or nominees of, or custodians or trustees for Telford Homes Shareholders) not resident in, or nationals or citizens of, the United Kingdom or the United States;

"Panel"

the Panel on Takeovers and Mergers;

"Registrar of Companies"

the Registrar of Companies in England and Wales;

"Regulation"

has the meaning given to it in paragraph 2(a) of Appendix I to this Announcement;

"Regulatory Information Service"

any of the services set out in Appendix I to the Listing Rules;

"Resolutions"

the resolutions proposed to be passed at the General Meeting in connection with, inter alia, implementation of the Scheme and such other matters as may be necessary to implement the Scheme;

"Restricted Jurisdiction"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if the Acquisition is extended or made available in that jurisdiction or if information concerning the Acquisition is made available in that jurisdiction;

"Revolving Credit Facility"

the credit agreement dated 31 October 2017 between, among others, CBRE and certain of its subsidiaries (as borrowers), the Lenders (as defined therein) and Credit Suisse AG, Cayman Islands Branch (as administrative agent);

"Rothschild & Co"

N.M. Rothschild & Sons Limited;

"Scheme"

the proposed scheme of arrangement under Part 26 of the Companies Act between Telford Homes and the Scheme Shareholders in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Telford Homes and CBRE;

"Scheme Document"

the document to be sent to Telford Homes Shareholders containing, amongst other things, the Scheme and the notices convening, and Forms of Proxy in respect of, the Court Meeting and the General Meeting;

"Scheme Record Time"

the time and date specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately prior to the Effective Date;

"Scheme Shareholders"

holders of Scheme Shares;

"Scheme Shares"

Telford Homes Shares:

(a)        in issue as at the date of the Scheme Document;

(b)        (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and

(c)        (if any) issued on or after the Scheme Voting Record Time and before the Scheme Record Time, either on terms that the original  or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme,

but in each case other than the Excluded Shares;

"Scheme 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;

"Significant Interest"

in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;

"Takeover Code"

the City Code on Takeovers and Mergers;

"Takeover Offer"

should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of CBRE to acquire the entire issued and to be issued share capital of Telford Homes and, where the context admits, any subsequent revision, variation, extension or renewal of such takeover offer;

"TCC"

Trammell Crow Company;

"Telford Homes"

Telford Homes Plc;

"Telford Homes Directors"

the directors of Telford Homes;

"Telford Homes DPSPP"

the Telford Homes Deferred Payment Share Purchase Plan as approved by a shareholder resolution on 23 October 2006;

"Telford Homes EBT"

the Telford Homes plc 2006 Employee Benefit Trust;

"Telford Homes ESOS"

the Telford Homes Employee Share Option Scheme established on 23 November 2001;

"Telford Homes Group"

Telford Homes and its subsidiary undertakings and, where the context permits, each of them;

"Telford Homes LTIP"

the Telford Homes Long Term Incentive Plan established on 13 July 2017;

"Telford Homes Shareholders" or "Shareholders"

the holders of Telford Homes Shares;

"Telford Homes Share Plans"

the Telford Homes DPSPP, the Telford Homes ESOS, the Telford Homes LTIP and the Telford Homes SIP, in each case as amended from time to time;

"Telford Homes Shares"

the existing unconditionally allotted or issued and fully paid ordinary shares with a nominal value of £0.10 each in the capital of Telford Homes and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective;

"Telford Homes SIP"

the Telford Homes Share Incentive Plan established on 6 January 2004;

"Third Party"

each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;

"US Exchange Act"

the US Securities Exchange Act of 1934, as amended;

"Wider CBRE Group"

CBRE and associated undertakings and any other body corporate, partnership, joint venture or person in which CBRE and such undertakings (aggregating their interests) have a Significant Interest; and

"Wider Telford Homes Group"

Telford Homes and associated undertakings and any other body corporate, partnership, joint venture or person in which Telford Homes and such undertakings (aggregating their interests) have a Significant Interest.

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", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "US$", "$" and "US Dollars" are to the lawful currency of the United States.

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 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
 
 
OFFFXLBBKDFZBBB
Close


London Stock Exchange plc is not responsible for and does not check content on this Website. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.

 


Offer for Telford Homes Plc - RNS