This comes two weeks after St Modwen received the non-binding conditional offer from Blackstone.
Under the terms of the acquisition, each shareholder will be entitled to receive 542 pence in cash for each St Modwen share, with the company’s entire issued and to be issued ordinary share capital valued at over £1.2bn.
The acquisition price per St Modwen Share represents a premium of approximately:
- 21.1% to the closing price of 448 pence on 6 May 2021 (being the last business day before the commencement of the offer period)
- 33.7% to the volume-weighted average St Modwen share price of 405 pence over the 90-day period ending on 6 May 2021
- 37.2% to the volume-weighted average St Modwen share price of 395 pence over the 180-day period ending on 6 May 2021
- 23.8%to St Modwen’s reported 2020 EPRA Net Tangible Assets Per Share of 438 pence.
The offer is being unanimously recommended to shareholders by the St Modwen directors.
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It is intended that the acquisition will be implemented by way of a court-sanctioned scheme of arrangement, although Bidco reserves the right to effect it by way of an offer, subject to the consent of the panel and the terms of the cooperation agreement.
Danuta Gray, chair of St Modwen, said: “Over the last four years, St Modwen has successfully reshaped its business to focus on logistics and housebuilding.
“While both sectors benefit from long term structural growth trends, St Modwen’s financial position is strong and there is a solid strategy in place, the quantum and timing of generating shareholder value is naturally subject to execution risk.
“Following careful consideration, we believe this offer is in the best interests of St Modwen shareholders and significantly accelerates the value that could be realised by St Modwen if it were to remain independent.
“Additionally, the board is reassured by Blackstone’s views and approach to investing in the business and supporting our people.”
James Seppala, head of Blackstone Real Estate Europe, added: “Our strong conviction in the UK, together with St Modwen’s high-quality asset base, its team and its operational capabilities give us confidence we can further build on the company’s successes.
“We look forward to working with the talented team at St Modwen in the years ahead.”