Silvestor UK Properties Limited and the Independent Committee of Canary Wharf are pleased to announce that they have agreed a further revision to the terms of the recommended Acquisition of Canary Wharf by Silvestor.
The revised terms increase the value of Silvestor’s offer from 275 pence to 292 pence per Canary Wharf Share and value the issued ordinary share capital of Canary Wharf at approximately £1.7 billion. The revised terms represent a premium of 17 pence per share to the unilateral unrecommended offer by CWG Acquisition Limited (“CWGA”). Silvestor’s revised offer will continue to be implemented by way of a scheme of arrangement.
Silvestor remains committed to offering Canary Wharf Shareholders the opportunity to continue to participate in the future of the Canary Wharf Estate through Class B Shares which will be admitted to trading on AIM. Silvestor is also introducing a new separate class of shares (the “Class C Shares”) which, subject to certain conditions, may be made available to shareholders who would prefer an unlisted investment as an alternative to the Class B Shares.
Silvestor is also pleased to announce that The British Land Company PLC (“British Land”) has agreed to participate in the Acquisition. British Land will be providing £125 million in the form of an equity investment in Silvestor Holdings in return for 125 million Class A Shares representing approximately 14.5 per cent. of the issued share capital of Silvestor Holdings. In addition, British Land and Silvestor have agreed the terms, subject to contract, of a joint venture in respect of certain retail assets of the Canary Wharf Estate which is expected to be implemented following the completion of the Acquisition.
As announced on 12 February 2004, CWGA received an irrevocable undertaking from Franklin Mutual Advisers, LLC ('Franklin Mutual') in respect of its 275p offer. This undertaking ceases to be binding following the announcement of Silvestor´s revised offer of 292p, Silvestor believes that the Scheme is therefore now capable of achieving the requisite majority. Silvestor´s revised offer provides a higher cash value than the CWGA offer, an attractive listed share alternative and an unlisted share alternative which replicates the key features of that offered by CWGA.
Recognising the superiority of its offer, Silvestor hopes that a minority of shareholders will not deny the majority of shareholders the opportunity to receive the highest price offered for the Company.
The Glick Entities have not entered into any agreements, arrangements or understandings, formal or informal, to sell all or part of their shares in Silvestor prior to or following completion of Silvestor´s offer for Canary Wharf Group.
Commenting on the revised terms of the Acquisition and the Scheme, Stephane Theuriau, a Director of Silvestor, said: “Our offer is superior to Brascan´s in all respects. We believe that all shareholders should recognise this and vote in favour of our proposal.”
Commenting on the revised terms of the Acquisition and the Scheme and the participation of British Land in the Silvestor offer, Nicholas Ritblat, a Director of British Land, said: “British Land is making a strategic investment in Canary Wharf and will bring to bear its considerable Central London office and UK retail expertise on the investment. We believe that Silvestor has the optimal business plan to create value for shareholders who want to retain an investment in Canary Wharf through the Class B and Class C Shares.”
Commenting on the continuing support for the Acquisition and the Scheme by companies held by a trust for the benefit of HRH Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud and his family, Mr. P.J. Shoucair, an advisor to HRH Prince Alwaleed, said: “Companies held by a trust for the benefit of HRH Prince Alwaleed and his family have increased their commitment to, and investment in, Canary Wharf in support of the Acquisition. Companies held by His Highness´ trust have been significant investors in Canary Wharf since 1995 and His H