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

 

            12 May 2022

Recommended Cash Offer for

 

Hibernia REIT plc

by

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

 

 

Information regarding Scheme Meeting and Extraordinary General Meeting

 

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”).

The Scheme Meeting and the EGM at which the shareholder approvals necessary for implementation of the Acquisition are being sought have been convened to be held at 1WML, Windmill Lane, Dublin, D02 F206, Ireland on 20 May 2022. The Scheme Meeting will start at 11.15 a.m. (Dublin time) and the EGM will start at 11.30 a.m. (Dublin time) (or, if later, as soon thereafter as the Scheme Meeting, convened for the same date and place, has concluded or has been adjourned).

While both the Scheme Meeting and the EGM are physical meetings, the Company is providing a two-way teleconferencing facility for Shareholders to listen to the business of the Scheme Meeting and/or EGM, as well as ask questions or raise points related solely to the business of the relevant meeting, remotely.

To avail of the teleconferencing facility shareholders must register with the Company's registrar, Link Registrars Limited (“the Registrar”), before 5.00pm on Wednesday 18 May 2022.  Registration can be done by email to enquiries@linkgroup.ie or by telephone on 00353 1 553 0050. In order to register, shareholders will need to provide the Registrar with their name, address and investor code.  Once verified by the Registrar, the Company will provide each verified shareholder with the dial-in procedures to be used on the day of the AGM: these will be provided on Thursday 19 May 2022.

For the avoidance of doubt, this teleconferencing facility will only allow Shareholders to listen to the business of the Scheme Meeting and/or EGM and/or to raise questions or points related solely  to the business of the relevant meeting questions.  It will not allow Shareholders to vote at the Scheme Meeting or EGM or be counted in the quorum for the relevant meeting. The Company encourages all Shareholders who wish to vote to use the voting methods set out in the relevant Statement of Procedures contained in the Scheme Meeting Notice and EGM Notice (contained in the Scheme Document).

 

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.

Enquiries:
Hibernia REIT plc	Tel: +353 1 536 9100
Sean O’Dwyer/Tom Edwards-Moss
Credit Suisse (Joint Financial Adviser and Corporate Broker to Hibernia REIT)
Joe Hannon/James Green	Tel: +44 20 7888 8888
Goodbody (Joint Financial Adviser, Sole Rule 3 Adviser and Corporate Broker to Hibernia REIT)
John Flynn/David Kearney	Tel: +353 1 667 0420
Hibernia REIT press enquiries
Murray Consultants
Doug Keatinge	Tel: +353 86 037 4163

 

• The Hibernia REIT Directors accept responsibility for the information contained in this announcement relating to Hibernia REIT, the Hibernia REIT Group and the Hibernia REIT Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Hibernia REIT Directors (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
• The Brookfield Responsible Persons and the Bidco Directors (whose names are set out in the Scheme Document) accept responsibility for the information contained in this announcement relating to Brookfield, Bidco, the Bidco Group, the Brookfield Responsible Persons, the Bidco Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Brookfield Responsible Persons and Bidco Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
• Credit Suisse International (“Credit Suisse”) which is authorised by the Prudential Regulation Authority (the “PRA”) and regulated by the Financial Conduct Authority (“FCA”) and the PRA in the United Kingdom, is acting as financial adviser exclusively for Hibernia REIT and no one else in connection with the Acquisition and will not be responsible to any person other than Hibernia REIT for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.
• Goodbody Stockbrokers UC (“Goodbody”), which in Ireland is regulated by the Central Bank of Ireland and in the UK is authorised and subject to limited regulation by the Financial Conduct Authority, is acting as financial adviser exclusively for Hibernia REIT and no one else in connection with the Acquisition and will not be responsible to any person other than Hibernia REIT for providing the protections afforded to clients of Goodbody, nor for providing advice in relation to the content of this announcement or any matter referred to herein.

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.

General

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).

Overseas Shareholders

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.