Bellway PLC has made a non-binding all-share offer to acquire Crest Nicholson Holdings PLC, which has been rejected by the latter's board. The offer entails Crest Nicholson shareholders receiving 0.093 shares in Bellway for each share they own in Crest Nicholson. The terms of the offer represent an implied value of 253 pence per Crest Nicholson share, with Crest Nicholson shareholders holding 17.1% of the enlarged group's issued and to be issued share capital. The Board of Bellway believes that there is compelling strategic and financial rationale for the combination, which would bring together the strength of each business with complementary brands to reinforce Bellway's position as a leading UK housebuilder.
The combination would also enable Crest Nicholson shareholders to benefit from the scale of the combined business, a reduced risk profile, lower indebtedness, and an enhanced landbank to capitalize on the long-term structural growth opportunity in the UK housing market. The Board of Bellway believes a combination would deliver significant operational synergies and support sustainable shareholder returns through the cycle. However, there is no certainty that an offer will ultimately be made.
Bellway is required to announce a firm intention to make an offer for Crest Nicholson by no later than 5.00 p.m. on 11 July 2024. The company reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer. It also reserves the right to make an offer for Crest Nicholson at a lower value or on less favorable terms than the Possible Offer under certain circumstances. This announcement is being made without the consent of Crest Nicholson.
In accordance with Rule 2.4(c)(iii) of the Code, Bellway confirms that it is not aware of any dealings in Crest Nicholson shares that would require it to offer a minimum level, or a particular form, of consideration under Rule 6 or Rule 11 of the Code. However, it has not been practicable for Bellway to make enquiries of all persons acting in concert with it prior to the date of this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii) of the Code.