Taliesin Property Fund (AIM:TPF) Recommended cash acquisition

The boards of directors of Taliesin Property Fund Limited (“Taliesin”) and Wren Bidco Limited (“Bidco 1”) and Canary Bidco Limited (“Bidco 2” and together, the “Bidcos”) are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash acquisition of the entire issued ordinary share capital of Taliesin.

· Under the terms of the Acquisition, each Scheme Shareholder will be entitled to receive:

for each Scheme Share: 51 Euros in cash

· The price per Scheme Share represents a premium of approximately:

· 10 per cent. to the closing price of €46.31 per Taliesin Share on 19 December 2017 (being the last business day before the date of this Announcement);

· 16 per cent. to the volume-weighted average price of €44.15 per Taliesin Share for the three-month period ended 19 December 2017 (being the last business day before the date of this Announcement);

· 20 per cent. to the volume-weighted average price of €42.58 per Taliesin Share for the twelve-month period ended 19 December 2017 (being the last business day before the date of this Announcement); and

· 16 per cent. to the 30 June 2017 Adjusted NAV of €44.14 per Taliesin Share.

· The Offer Price has been agreed by the boards of directors of Taliesin and the Bidcos on the basis that no final dividend for the financial year ended 31 December 2017 will be paid by Taliesin to Taliesin Shareholders. If Taliesin announces, declares, makes or pays any dividend or other distribution on or after the date of this Announcement and prior to the Effective Date, the Bidcos reserves their right to reduce the Offer Price by an amount equal to the amount of such dividend or distribution.

· The Acquisition values Taliesin’s entire issued ordinary share capital at approximately €260 million.

· It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Article 125 of the Companies Law.

· The Scheme Document will contain an updated portfolio valuation reported on in accordance with Rule 29 of the Code.

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

· Accordingly, the Taliesin Directors confirm they intend to recommend unanimously that the Taliesin Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (in the case of Mark Smith, other than in respect of the Resolution to approve the IM Transaction), as they have irrevocably undertaken to do in respect of their own beneficial holdings which are under their control of:

· in respect of the Scheme at the Court Meeting and the Resolutions to implement the Scheme, in aggregate, 129,920 Taliesin Shares representing approximately 2.5 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement); and

· in respect of the Resolution to approve the IM Transaction, in aggregate, 5,200 Taliesin Shares representing approximately 0.1 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement).

· The Investment Managers, Seumas Dawes, Georges Saier, Michael and Felicity Milbourn, Julian Adams, and Paul Luke have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting to implement the Scheme (in the case of the Investment Managers and Paul Luke, other than the Resolution to approve the IM Transaction) in respect of their own beneficial holdings which are under their control of:

· in respect of the Scheme at the Court Meeting and the Resolutions to implement the Scheme, in aggregate, 2,510,616 Taliesin Shares representing approximately 49.2 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement); and

· in respect of the Resolution to approve the IM Transaction, 1,258,155 Taliesin Shares representing approximately 33.8 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement).

· The Bidcos have therefore received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting to implement the Scheme (other than the Resolution to approve the IM Transaction) from Taliesin Shareholders holding 2,640,536 Taliesin Shares and representing approximately 51.8 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) and 1,263,355 Taliesin Shares representing approximately 33.9 per cent. of Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) in respect of the Resolution to approve the IM Transaction. Further details of these undertakings, including the circumstances in which they cease to be binding are set out in Appendix 3.

· The terms of the Acquisition will be put to the Taliesin Shareholders at the Court Meeting and the General Meeting (which is expected to immediately follow the Court Meeting). The Court Meeting and the General Meeting are required to enable Taliesin Shareholders to consider, and if thought fit, vote in favour of the resolutions to approve the Scheme and its implementation. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more of the voting rights held by those Scheme Shareholders.

· The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to this Announcement. Full details of the Acquisition will be set out in the Scheme Document. It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be published as soon as practicable and, in any event, within 28 days of this Announcement (unless the Panel agrees otherwise). An expected timetable of principal events will be included in the Scheme Document.

· The Acquisition is expected to become Effective in the first quarter of 2018, subject to satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix 1 to this Announcement.

· Taliesin Management Limited and JJ Investment Management Limited (the “Investment Managers”) act as investment advisers to Taliesin pursuant to investment advisory agreements. The Bidcos have entered into a share purchase agreement with Mark Smith and certain other sellers under which the Investment Managers will be sold to the Bidcos (the “IM Transaction”), subject to the Acquisition becoming Effective. It is anticipated completion of the IM Transaction will occur immediately following the Acquisition becoming Effective. If the Acquisition does not become Effective, the IM Transaction will not occur. The consideration payable by Bidcos in respect of the IM Transaction will be €18 million, after taking into account the proceeds attributable to the Taliesin Shares held by the Investment Managers which will be transferred to the Bidcos on the Effective Date. For the purposes of Rule 16 of the Code, Rothschild has confirmed that, in its opinion, the terms of the IM Transaction are fair and reasonable so far as Independent Taliesin Shareholders are concerned. The IM Transaction is subject to the approval of Independent Taliesin Shareholders in accordance with Rule 16 of the Code.

· Bidco 1 has entered into a share purchase agreement with JTC Trustees Limited under which Sophia Holdings Limited, an indirect holder of approximately 6 per cent. of Taliesin Holdings Limited (a subsidiary of Taliesin) will be sold to Bidco 1 (the “Sophia Transaction”), subject to the Acquisition becoming Effective. It is anticipated that completion of the Sophia Transaction will occur immediately following completion of the Acquisition. If the Acquisition does not become Effective, the Sophia Transaction will not occur. The consideration payable by Bidco 1 in respect of the Sophia Transaction will be €1.

· Taliesin has in issue zero dividend preference shares of no par value which are listed on the Main Market of the London Stock Exchange (the “ZDP Shares”). As further described in this announcement, upon the Acquisition becoming Effective, Taliesin is required under the Articles to initiate a process of offering an early repurchase of the ZDP Shares in accordance with the provisions set out in the Articles which the holders of the ZDP Shares may either accept or reject. Full details of the terms of the buyback offer and relevant documentation will be sent to holders of ZDP Shares following the Scheme becoming effective.

Nigel Le Quesne, the Chairman of Taliesin, said:
“We are delighted to announce the Acquisition of Taliesin by the Bidcos, which represents the successful conclusion of over 10 years of investment in Berlin residential property. The Acquisition offers all Taliesin Shareholders the chance to realise their investment in Taliesin at a premium and in cash.”

Commenting on the Announcement Anthony Myers, the Head of Real Estate Europe of The Blackstone Group International Partners LLP, said:

“The acquisition of Taliesin by Blackstone Property Partners’ newly formed pan-European Core+ unit would represent a further expansion of our German residential business. Taliesin would form an integral part of our long-term German residential portfolio, which is focused on well located assets across the country’s gateway cities, and Berlin in particular.”



Linking Shareholders and Executives :Share Talk

If anyone reads this article found it useful, helpful? Then please subscribe www.share-talk.com or follow SHARE TALK on our Twitter page for future updates.

Terms of Website Use

All information is provided on an as-is basis. Where we allow Bloggers to publish articles on our platform please note these are not our opinions or views and we have no affiliation with the companies mentioned

WordPress Security