Bellway PLC has announced a revised proposal for Crest Nicholson Holdings PLC, including an extension to the PUSU (Put Up or Shut Up) deadline. The revised non-binding all-share offer includes a dividend of 4 pence per Crest Nicholson share, comprising an interim dividend of 1 pence per share and a special dividend of 3 pence per share. Based on the undisturbed Bellway share price, the terms of the revised proposal represent an implied value of 273 pence per Crest Nicholson share, offering a premium to the closing price per Crest Nicholson share on 13 June 2024.
Under the terms of the revised proposal, Crest Nicholson's shareholders would hold 18% of the enlarged group's issued and to be issued share capital. The proposal is subject to pre-conditions, including satisfactory due diligence. The Board of Crest Nicholson has indicated that it would be inclined to unanimously recommend the revised proposal to Crest Nicholson's shareholders, subject to agreement on other key terms and definitive transaction documentation.
Both Bellway and Crest Nicholson believe that a combination of the two companies would bring compelling strategic and financial rationale. The combination would reinforce Bellway's position as a leading UK housebuilder and enable Crest Nicholson shareholders to benefit from the scale of the combined business. The Board of Bellway also intends to retain and deploy the Crest Nicholson brand across the enlarged group, including on Bellway sites.
To facilitate satisfactory due diligence, Bellway has requested and received consent for an extension to the PUSU deadline. As a result, Bellway is required to announce a firm intention to make an offer for Crest Nicholson under Rule 2.7 of the Code or announce that it does not intend to make an offer by 5.00 p.m. on 8 August 2024. However, there is no certainty that a firm offer will ultimately be made for Crest Nicholson by Bellway, even if the pre-conditions are satisfied or waived.