The Board of St. Modwen Properties PLC (LON:SMP) has announced that on 6 May 2021 it received a non-binding conditional proposal from one or more of the investment funds (“Blackstone Funds”) advised by affiliates of The Blackstone Group Inc. regarding a possible cash offer of 542 pence per share for the entire issued and to be issued share capital of St. Modwen. The Possible Offer follows a series of unsolicited proposals received from the Blackstone Funds.
The Possible Offer represents a premium of approximately:
· 21.1 per cent. to St. Modwen’s closing share price of 448 pence on 6 May 2021;
· 33.7 per cent. to the volume weighted average St. Modwen share price of 405 pence over the 90-day period ending on 6 May 2021;
· 37.2 per cent. to the volume weighted average St. Modwen share price of 395 pence over the 180-day period ending on 6 May 2021; and
· 23.8 per cent. to St. Modwen’s reported 2020 EPRA Net Tangible Assets Per Share of 438 pence.
Having considered the Possible Offer, the Board of St. Modwen has indicated to Blackstone that the Possible Offer is at a value the Board would be willing to recommend unanimously, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such terms. The Possible Offer is subject to a number of pre-conditions, including the satisfactory completion of confirmatory due diligence which is currently underway by Blackstone. St. Modwen and Blackstone are working closely together to complete Blackstone’s confirmatory due diligence as soon as practicable. Blackstone has confirmed that the Possible Offer is not subject to any financing pre-condition.
A further announcement will be made as appropriate.
The person responsible for arranging release of this announcement on behalf of St. Modwen is Lisa Minns, General Counsel & Company Secretary.
Takeover Code notes
This announcement has been made by St. Modwen with Blackstone’s consent. There can be no certainty that any firm offer will be made for the Company even if the pre-conditions referred to above are satisfied or waived. Blackstone has reserved its right to waive, in whole or in part, any pre-condition at any time and at its sole discretion.
In accordance with Rule 2.6(a) of the Code, the Blackstone Funds are required, by no later than 5.00 p.m. (London time) on 4 June 2021, being 28 days after today’s date, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that they do not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.5 of the Code, the Blackstone Funds reserve the right to introduce alternative forms of consideration. The Blackstone Funds also reserve the right to make an offer on less favourable terms than those described in this announcement:
a) to the extent that St. Modwen declares, makes or pays any dividend or distribution or other payment to its shareholders (in which case the Blackstone Funds reserve the right to make an equivalent reduction to the proposed price); and/or
b) with the agreement and recommendation of the Board of St. Modwen; and/or
c) following the announcement by St. Modwen of a whitewash transaction pursuant to the Code.