Statement re Bovis Homes Group Plc
Monday, 13 March 2017 @ 02:07
The Board of Galliford Try notes the announcement by Bovis and confirms that it has approached the Board of Bovis and has proposed an all share merger between Galliford Try and Bovis.
The Board of Galliford Try believes that Galliford Try has a strong future and recently presented its exciting five-year organic growth strategy to the market, which has been well received by investors.
The directors are confident in and committed to the delivery of this strategy, but believe that it could be enhanced and accelerated by this proposed merger, given its potential to:
- Create a new major housebuilder with national scale and geographic coverage through the combination of the 6th and 8th largest UK housebuilders by completions.
- Allow Bovis shareholders to share in the strong growth potential of Galliford Try, including benefitting from its leading position in affordable housing and regeneration.
- Deliver significant synergies through the optimisation of the combined group's operational structures, sourcing and operating practices.
- Create value for both Galliford Try and Bovis shareholders by delivering material improvement in key operating metrics.
Galliford Try has proposed to Bovis that the equity in the combined group would be split 52.25% to Galliford Try shareholders and 47.75% to Bovis shareholders. On the basis of the share price of Galliford Try at close of business on 10 March 2017 this would value the entire issued equity of Bovis at £1,191m or 886p per share, representing a 7.0% premium to the closing share price of Bovis on the same date.
Under Galliford Try's proposal, Galliford Try shareholders would receive the Galliford Try interim dividend announced on 21 February 2017 to be paid on 6 April 2017, and Bovis shareholders would receive the Bovis recommended final dividend announced on 20 February 2017 and payable on 19 May 2017.
A further announcement will be made when appropriate.
For the purposes of the Code, Galliford Try will be treated as the offeror company. Under Rule 2.6(a) of the Code, Galliford Try must, by 5.00 pm on 9 April 2017 either announce a firm intention to make an offer for Bovis under Rule 2.7 of the Code or announce that it does not intend to make an offer for Bovis, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
Pursuant to Rule 2.5 of the Code, Galliford Try reserves the right to amend the terms of any offer (including at any time making the offer on less favourable terms): (a) with the recommendation or consent of the Board of Bovis; (b) if Bovis announces, declares or pays any dividend or any other distribution to shareholders (with the exception of the 2016 recommended final dividend payable on 19 May 2017), in which case Galliford Try reserves the right to make an equivalent reduction to the offer consideration; (c) if a third party announces a firm intention to make an offer for Bovis on less favourable terms than those offered by Galliford Try; or (d) following the announcement by Bovis of a whitewash transaction pursuant to the Code.
For further information please contact:
James Macey White
Tel: +44 (0) 207 353 4200