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Hibernia REIT plc (HBRN)
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 OR REGULATIONS OF THAT JURISDICTION
27 April 2022
Recommended Cash Offer for
Hibernia REIT plc
Benedict Real Estate Bidco Limited
(a subsidiary of one of Brookfield's real estate private funds)
to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014
Announcement relating to publication of Scheme Document and Expected Timetable
On 25 March 2022 Hibernia REIT plc ("Hibernia REIT" or the "Company") and Benedict Real Estate Bidco Limited ("Bidco") announced a recommended acquisition of the entire issued and to be issued share capital of Hibernia REIT by Bidco (the "Acquisition") to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme").
Under the terms of the Acquisition, Hibernia REIT Shareholders will be entitled to receive:
for each Hibernia REIT Share €1.634 in cash,
which is comprised of the following components:
in the case of the Offer Price, payable to all Hibernia REIT Shareholders on the register of members of Hibernia REIT at the Scheme Record Date, and in the case of the Dividend, payable to all Hibernia REIT Shareholders on the register of members of Hibernia REIT at the Dividend Record Date.
The Acquisition, including the Dividend, values the entire issued and to be issued share capital of Hibernia REIT at approximately €1.089 billion on a fully diluted basis.
Publication of Scheme Document
Hibernia REIT announces that it has today published a circular relating to the Scheme (the "Scheme Document") which it has also posted to shareholders of Hibernia REIT ("Hibernia REIT Shareholders") together with the associated Forms of Proxy. The expected timetable of principal events in respect of the Acquisition is set out below.
The expected timetable also includes the relevant dates in relation to the Dividend.
The Scheme requires approval by Hibernia REIT Shareholders at the Scheme Meeting to be held at Hibernia REIT's office at 1WML, Windmill Lane, Dublin, D02 F206, Ireland commencing at 11.15 a.m. on 20 May 2022. In addition to approval at the Scheme Meeting, implementation of the Scheme requires various approvals by Hibernia REIT Shareholders at an EGM to be held at the same location commencing at 11.30 a.m. on 20 May 2022 or, if later, immediately after the conclusion or adjournment of the Scheme Meeting.
While both the Scheme Meeting and the EGM will be physical meetings, Hibernia REIT plans to have a facility to allow those Hibernia REIT Shareholders who are registered for that purpose in advance to listen to the business of the relevant meeting and/or to raise eligible questions or points. The registration process and details for such facilities will be provided on the Company's website, www.hiberniareit.com. This facility will allow Hibernia REIT Shareholders to listen to the business of the relevant meeting and/or raise questions or points only. Hibernia REIT Shareholders participating via this facility will not be able to be counted in the quorum for the relevant meeting or to vote.
If the Scheme becomes effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Scheme Meeting or the EGM (and, if they attended and voted, whether or not they voted in favour).
Hibernia REIT Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Expected Timetable of Principal Events
1. The Voting Record Time in respect of the Scheme Meeting is 6.00 p.m. on 16 May 2022 or if the Scheme Meeting is adjourned, 6.00 p.m. on the day before the date that falls 72 hours before the time appointed for the adjourned meeting. Holdings as of the record date determine entitlement to attend, speak, ask questions and in respect of the number of ordinary shares registered in their name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the register after that time and date will be disregarded in determining the right of any person to attend and/or vote at the meeting or any adjournment thereof.
The Voting Record Time in respect of the EGM is 6.00 p.m. on 16 May 2022 or if the EGM is adjourned, 6.00 p.m. on the day before the date that falls 72 hours before the time appointed for the adjourned meeting. Holdings as of the record date determine entitlement to attend, speak, ask questions and in respect of the number of ordinary shares registered in their name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the register after that time and date will be disregarded in determining the right of any person to attend and/or vote at the meeting or any adjournment thereof.
2. All such persons who are eligible to exercise voting rights in connection with the Resolutions proposed for consideration at the Scheme Meeting and EGM are recommended to consult with their stockbroker or other intermediary at the earliest opportunity given that earlier deadlines for actions than those set out in the 'Expected Timetable of Principal Events' will be applied by relevant service providers.
3. Different deadlines and procedures for voting may apply in certain cases. This is particularly relevant if you hold your interest in ordinary shares in uncertificated form (i.e. via the Euroclear System, or in CDIs via the CREST system). While the relevant voting deadlines are expected to be confirmed by Euroclear Bank and EUI (or Broadridge} and notified by, or on behalf of each of them to EB Participants and CDI Holders respectively, the expected voting deadlines (based on the dates specified in the Expected Timetable of Principal Events) are as follows:
CDI Holders 6.59 p.m. on 16 May 2022
EB Participants in respect of Scheme Meeting 10.15 a.m. on 18 May 2022
EB Participants in respect of the EGM 10.30 a.m. on 18 May 2022
4. To commence at 11.30 a.m., or, if later, immediately after the conclusion or adjournment of the Scheme Meeting.
5. These dates are indicative only and will depend on, among other things, the date upon which: (i) the conditions of the Scheme are satisfied or (if capable of waiver) waived; and (ii) the sanction of the Scheme by the High Court and the confirmation by the High Court of the Reduction of Capital necessary to implement the Scheme, the delivery of a copy of the Court Order and the minute required by Section 86 of the Act related to the Reduction of Capital to the Registrar of Companies and the registration of the Court Order and minute by the Registrar of Companies. The Acquisition is currently expected to be declared effective before the end of June 2022. All times shown in this Scheme Document are Dublin times unless otherwise stated.
6. Under the Escrow Agreement, Bidco is required to procure the payment of the Consideration into escrow 1 Business Day prior to the Scheme Court Hearing.
7. The Effective Date and Effective Time of the Scheme may alternatively occur on D + 3 Business Days. Hibernia REIT Shareholders will be notified of the Effective Date and Effective Time, once known, through an announcement on a Regulatory Information Service. If D + 3 Business Days is the timing of the Effective Date, all related dates under the Scheme timetable will also be adjusted.
8. Each of Hibernia REIT, the Brookfield Funds and Bidco have assumed certain obligations with respect to the mechanics for completion of the Acquisition, details of which are set out in the Escrow Agreement (as further set out in the Scheme Document).
9. This is the latest date by which the Scheme may become effective. However, the End Date may be extended to such later date as Hibernia REIT and Bidco may agree in writing (with the Panel's consent and as the High Court may approve (should such approval(s) be required)).
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in, 1 per cent. or more of any class of "relevant securities" of Hibernia REIT, all "dealings" by such person in any "relevant securities" of Hibernia REIT (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 pm (Irish time) on the "business day" in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the "offer period" ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Hibernia REIT, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of Hibernia REIT by Bidco, or by any party Acting in Concert with either of them, must also be disclosed by no later than 12 noon (Irish time) on the "business day" in Dublin following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).
The availability of the Acquisition to Hibernia REIT Shareholders who are not resident in and citizens of Ireland or the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in Ireland or the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in Ireland or the United Kingdom to vote their Hibernia REIT 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 located. Any failure to comply with the applicable restrictions 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. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover Rules, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or 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 Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
3.1. Additional regulated information required to be disclosed under the laws of a Member State
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End of Announcement
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