THIS OFFER IS SUBJECT TO ENGLISH LAW. THIS OFFER IS NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
2nd December 2024
ANNOUNCEMENT OF INVITATION TO VOLUNTARY TENDER OFFER TO THE HOLDERS OF HOME REIT PLC ORD GBP0.01 ISSUED BY HOME REIT PLC – ISIN GB00BJP5HK17
Southey Capital Ltd (the “Offeror”) invites holders of the securities set forth in the table below (the “Securities”), issued by HOME REIT PLC (the “Issuer”), to tender for purchase by the Offeror for cash, subject to applicable offer and distribution restrictions. Securities shall only be considered that are held in CREST in electronic form, and not those in certificate.
The Offeror retain the right to refuse any holders position at their absolute discretion. Acceptances shall be processed on a first come first serve basis, with no scale back for those acceptances accepted by the Offeror.
|
Description of the Security
|
Original ISIN
|
SEDOL DE
|
WPK
|
Common
|
|
HOME REIT PLC
|
GB00BJP5HK17
|
BJP5HK1
|
A2QFC0
|
224796153
|
Purchase Price
The Offeror will pay an amount in cash of £0.04 ( four pence ) per share that is validly tendered and accepted for purchase by the Offeror. The purchase price shall be credited to the holders via electronic settlement against delivery of shares (delivery versus payment).
Maximum Acceptance Amount
The Offeror wishes to avoid mandatory takeover requirements, and therefore aims to restrict acceptances to any legal and regulatory limits that may impose a requirement to make a mandatory offer.
Offer Documents
Offer Documents shall mean all the documents related to the Offer including the Offer Notice, Form of Acceptance and Acceptance Confirmation.
Rationale for the Offer
The Offeror believes that the Offer will provide an opportunity to holders facing a lack of access to exchanges or OTC counterparties an opportunity to realize liquidity before a full de-listing or blocking of transfers in electronic format.
Expected Timetable of Events
The times and dates below are indicative only.
|
Date
|
Calendar Date
|
Event
|
|
Commencement of Offer
|
3 December 2024
|
The day the Offer is announced.
|
|
Expiration Date
|
31st of December 2024 17:00 GMT
|
The date and time by which holders must validly tender Securities in order to be eligible to receive the relevant Purchase Price on the Settlement Date.
|
|
Settlement Date
|
As soon as reasonably possible from receipt of an Acceptance Form, that is confirmed by the Offeror to be valid.
.
|
The relevant Purchase Price will be paid for any Securities validly tendered at or prior to the applicable Expiration Date and accepted by the Offeror in the amount and manner described in the Offer.
|
Acceptance Procedure
Holders that wish to accept the Offer are requested to complete the Form of Acceptance and send this directly to the Offeror via email to homeREIT@southeycapital.com attaching evidence of holding. Forms of Acceptance received by the 31st of December 2024 shall receive an acknowledgement of receipt and subject to limitations on the number of shares accepted, shall receive a Acceptantce Confirmation, which is to be executed subsequently. Later acceptances may still be accepted at the absolute discretion of the Offeror.
Settlement
The Securities are not subject to any transfer restrictions in CREST and deliveries from DTC or Euroclear can settle cross-border. The Offeror and has several options available to assist settlement, depending on the custodian where the Securities are held.
Reservation of Rights
The Offeror expressly reserves it right, in its sole and absolute discretion, not to accept any tendered Securities, not to purchase Securities or to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer in any manner (including, but not limited to, purchasing more or less than the Maximum Acceptance Amount), subject to applicable laws and regulations.
For Further Information
|
Information Agent
Southey Capital Limited
Suite 6, Beaufort Court
London E14 9XL
United Kingdom
|
The Offeror
Southey Capital Ltd
Suite 6, Beaufort Court
London E14 9XL
United Kingdom
|
