Crest Nicholson Holdings PLC has received a revised proposal from Bellway p.l.c. for a possible all-share offer. The proposal includes an offer for Crest Nicholson's shareholders to receive 0.099 shares in Bellway for each share they own in Crest Nicholson, along with a dividend of 4 pence per Crest Nicholson share. This represents an implied value of 273 pence per Crest Nicholson share, with significant premiums to the closing price and VWAP per share. 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 a firm intention to make an offer pursuant to Rule 2.7 of the Code and agreement on other key terms and definitive transaction documentation. Both Bellway and Crest Nicholson see compelling strategic and financial rationale for the combination, with the potential for operational benefits and the ability to open dual outlets on current and future Crest Nicholson sites.
To facilitate satisfactory due diligence, Bellway has requested and received 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 no later than 5.00 p.m. on 8 August 2024. This deadline may only be extended with the agreement of Crest Nicholson and the Panel in accordance with Rule 2.6(c) of the Code.
It is important to note that there is no certainty that a firm offer will ultimately be made for Crest Nicholson by Bellway, even if the pre-conditions are satisfied.