NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
5 February 2015
RECOMMENDED FINAL CASH OFFER
for
Songbird Estates plc (“Songbird”)
and
MANDATORY CASH OFFER
for
Canary Wharf Group plc (“Canary Wharf Group”)
by
entities jointly controlled by
Qatar Investment Authority (“QIA”)
and
Brookfield Property Partners L.P. (“Brookfield”)
1.
Songbird Offer declared wholly unconditional
As at 3.00 p.m. (London time) on 4 February 2015 (being the latest practicable date prior to this
announcement), valid acceptances of the Songbird Offer amount to 484,881,282 Songbird Shares
representing approximately 65.49 per cent. of Songbird’s issued ordinary share capital.
In addition to the acceptances referred to above, Qatar Holding holds 211,746,156 Songbird
Shares representing approximately 28.6 per cent. of Songbird’s issued ordinary share capital.
QIA and Brookfield announce that, in light of the acceptances referred to above, Bidco is reducing
the percentage of Songbird Shares required to satisfy the acceptance condition set out in
paragraph 1 of Part A of Appendix 1 to the Songbird Offer Document from 90 per cent. to more
than 50 per cent. of the voting rights normally exercisable at a general meeting of Songbird.
Accordingly, the acceptance condition has now been satisfied and the Songbird Offer has become
unconditional as to acceptances and is now declared unconditional in all other respects.
Settlement of the Songbird Offer for those shareholders who have accepted will now proceed to
take place in accordance with the terms of the Songbird Offer Document.
The Songbird Offer will remain open for acceptance until further notice and at least 14 days' notice
will be given if Bidco decides to close the Songbird Offer. Songbird Shareholders who have not yet
accepted the Songbird Offer and who wish to do so should take action to accept the Songbird
Offer as soon as possible. Details of the procedure for doing so are set out in the Songbird Offer
Document. The Songbird Offer Document is also available on Bidco’s website at
www.songbirdoffer.com.
1
2.
Compulsory Acquisition – Songbird Offer
Upon the expected acceptance of the Songbird Offer by Qatar Holding in respect of its Songbird
Shares, Bidco will have received acceptances under the Songbird Offer in respect of more than 90
per cent. of the Songbird Shares by nominal value and voting rights attaching to such shares to
which the Songbird Offer relates and as all of the other Conditions to the Songbird Offer have
been satisfied or waived (if capable of being waived), Bidco intends to exercise its rights pursuant
to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the
remaining Songbird Shares in respect of which the Songbird Offer has not been accepted on the
same terms as the Songbird Offer.
3.
Canary Wharf Group Offer
As QIA and Brookfield’s final cash offer for Songbird has now been declared wholly unconditional,
QIA and Brookfield are pleased to announce the terms of a mandatory cash offer for the
acquisition of the entire issued and to be issued ordinary share capital of Canary Wharf Group not
owned by Songbird, such offer to be made by Stork Holdings Limited (“CWG Bidco”), a wholly
owned subsidiary of Bidco.
Under the terms of the Canary Wharf Group Offer, which shall be subject to the terms set out in
Appendix I to this announcement and to be set out in the Canary Wharf Group Offer Document,
Canary Wharf Group Shareholders shall be entitled to receive:
For each Canary Wharf Group Share:
£6.45 in cash
a price equivalent on a see-through basis to the Songbird Final Offer Price.
Franklin Mutual Advisers, LLC has provided to Bidco a letter stating its intention to accept any
cash offer for the Canary Wharf Group Shares which is made on a see-through basis to the
Songbird Final Offer Price. The letter is in respect of 44,572,955 shares, representing
approximately 7.0 per cent. of Canary Wharf Group’s issued share capital. The letter is not legally
binding and does not constitute an irrevocable undertaking.
As the Songbird Offer is wholly unconditional, it is expected that QIA and Brookfield will shortly
control the 443,305,541 Canary Wharf Group Shares owned by Songbird. Taken together with the
141,106,490 Canary Wharf Group Shares owned by Brookfield and its affiliates (representing
approximately 22.1 per cent.), QIA and Brookfield will together own or control 91.5 per cent. of the
Canary Wharf Group Shares, and 98.4 per cent. of the Canary Wharf Group Shares if Franklin
Mutual Advisers, LLC accept the Canary Wharf Group Offer in respect of the shares referred to in
the letter of intent described above .
4.
Recommendation
The board of Canary Wharf Group ("CWG Board") notes that in addition to the Canary Wharf
Group Shares already owned by Songbird and Brookfield and its affiliates, Franklin Mutual
Advisers, LLC has indicated that it intends to accept the Canary Wharf Group Offer and,
furthermore, that if CWG Bidco acquires 90 per cent. or more of the Canary Wharf Group Shares
to which the Canary Wharf Group Offer relates, it intends to exercise its rights to acquire
compulsorily the remaining Canary Wharf Group Shares in respect of which the Canary Wharf
Group Offer has not been accepted. Irrespective of whether or not CWG Bidco is ultimately able to
exercise this right, the Canary Wharf Group Shareholders should be aware that there can be no
certainty as to whether or not, and if so at what price, they will have a further opportunity to sell
their Canary Wharf Group Shares. The CWG Board, which has been advised by Morgan Stanley
2
and Rothschild, therefore intends to advise the Canary Wharf Group Shareholders to accept the
Canary Wharf Group Offer.
5.
Information on CWG Bidco
CWG Bidco is a wholly owned subsidiary of Bidco, which is owned jointly on a 50:50 basis by
Brookfield and QIA, the two largest investors in Canary Wharf Group on a see-through basis.
6.
Financing arrangements
The Canary Wharf Group Offer will be financed by way of debt and equity contribution to CWG
Bidco via Bidco. QIA and Brookfield will each contribute 50 per cent. of the total contribution
required to be made to CWG Bidco.
Barclays, Citigroup and HSBC are satisfied that resources available to CWG Bidco are sufficient to
satisfy in full the cash consideration payable to Canary Wharf Group Shareholders under the terms
of the Canary Wharf Group Offer.
7.
Conditions to the Canary Wharf Group Offer
There are no conditions attached to the Canary Wharf Group Offer (and it will therefore be
unconditional in all respects at the time it is made to the Canary Wharf Group Shareholders).
8.
Structure of the Canary Wharf Group Offer and Canary Wharf Group Offer Document
CWG Bidco plans to effect the Canary Wharf Group Offer by way of takeover offer under section
974 of the Companies Act 2006 and the Code.
The Canary Wharf Group Shares shall be acquired under the Canary Wharf Group Offer fully paid
and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any
other rights and interests of any nature whatsoever and together with all rights now and hereafter
attaching thereto, including voting rights and the right to receive and retain in full all dividends and
other distributions (if any) declared, made or paid on or after the date of this announcement.
The Canary Wharf Group Offer Document and the Form of Acceptance accompanying the Canary
Wharf Group Offer Document will be published (save with the consent of the Panel) within 28 days
of this announcement. The Canary Wharf Group Offer Document and accompanying Form of
Acceptance will be made available to all Canary Wharf Group Shareholders at no charge to them.
Canary Wharf Group Shareholders are urged to read the Canary Wharf Group Offer Document
and the accompanying Form of Acceptance when they are sent to them because they will contain
important information.
9.
Canary Wharf Group Offer - Compulsory acquisition
If CWG Bidco receives acceptances under the Canary Wharf Group Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the Canary Wharf Group Shares by nominal value and
voting rights attaching to such shares to which the Canary Wharf Group Offer relates, CWG Bidco
intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies
Act 2006 to acquire compulsorily the remaining Canary Wharf Group Shares in respect of which
the Canary Wharf Group Offer has not been accepted on the same terms as the Canary Wharf
Group Offer.
3
10.
General
The Canary Wharf Group Offer will be subject to the terms set out in Appendix I to this
announcement and to the full terms which shall be set out in the Canary Wharf Group Offer
Document. Appendix II contains definitions of certain expressions used in this announcement.
11.
Offer website
The following documents are published on CWG Bidco’s website (http://www.songbirdoffer.com) in
accordance with Rule 26.1 of the Code:

the joint bidding agreement relating to the financing of the Songbird Offer and the Canary
Wharf Group Offer;

the amended and restated limited partnership agreement relating to Bidco;

the general partner shareholders agreement relating to the general partner of Bidco;

the preferred unit subscription agreement relating to an investment by QIA in Brookfield
and its affiliates;

the offer document setting out the Final Cash Offer for Songbird; and

the letter of intent referred to in paragraph 3 above.
Enquiries:
Barclays Bank plc, acting through its Investment Bank
(Joint financial adviser to QIA and Bidco)
+44 (0) 20 7623 2323
Derek Shakespeare
Jean-Philippe Establier
Tom Boardman (Corporate Broking)
Citigroup Global Markets Limited (Joint financial adviser to
QIA and Bidco)
+44 (0) 20 7986 4000
Jan Skarbek
Edward McBride
Charles Lytle (Corporate Broking)
HSBC Bank plc (Financial adviser to Brookfield and joint
financial adviser to Bidco)
+44 (0) 20 7991 8888
Oliver Smith
Richard Choi
Simon Alexander (Corporate Broking)
Rothschild (Joint financial adviser to Canary Wharf Group)
Alex Midgen
+44 (0) 20 7280 5000
Robert Waddingham
Peter Everest
Morgan Stanley (Joint financial adviser to Canary Wharf
Group)
Guy Metcalfe
4
+44 (0) 20 7425 8000
Nick White
Ian Hart
Finsbury (PR adviser to QIA)
+44 (0) 20 7251 3801
James Murgatroyd
David Henderson
Smithfield (PR adviser to Brookfield)
+44 (0) 20 7360 4900
John Kiely
Ged Brumby
Brunswick Group (PR adviser to Canary Wharf Group)
+44 (0) 20 7404 5959
Simon Sporborg
Rosheeka Field
Further Information
Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting
exclusively for QIA and Bidco and no one else in connection with the Songbird Offer and the
Canary Wharf Group Offer and will not be responsible to anyone other than QIA and Bidco for
providing the protections afforded to clients of Barclays nor for providing advice in relation to the
Songbird Offer and the Canary Wharf Group Offer or any other matter referred to in this
announcement.
Citigroup, which is authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting
exclusively for QIA and Bidco and no one else in connection with the Songbird Offer and the
Canary Wharf Group Offer and will not be responsible to anyone other than QIA and Bidco for
providing the protections afforded to clients of Citigroup nor for providing advice in relation to the
Songbird Offer and the Canary Wharf Group Offer or any other matter referred to in this
announcement.
HSBC, which is authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting
exclusively for Brookfield and Bidco and no one else in connection with the Songbird Offer and the
Canary Wharf Group Offer and will not be responsible to anyone other than Brookfield and Bidco
for providing the protections afforded to clients of HSBC nor for providing advice in relation to the
Songbird Offer and the Canary Wharf Group Offer or any other matter referred to in this
announcement.
N M Rothschild & Sons Limited (“Rothschild”), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for Canary Wharf Group and no one else in
connection with the matters described in this announcement and will not be responsible to anyone
other than Canary Wharf Group for providing the protections offered to clients of Rothschild nor for
providing advice in relation to the subject matter of this announcement or any other matters
referred to in this announcement.
Morgan Stanley & Co. International plc (“Morgan Stanley”), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and
the Prudential Regulation Authority, is acting as financial adviser to Canary Wharf Group and no
5
one else in connection with the matters described in this announcement. In connection with such
matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or for providing advice in relation to
any possible transaction, the contents of this announcement or any other matter referred to herein.
This announcement is for information purposes only and is not intended to, and does not,
constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or
approval of an offer to buy securities in any jurisdiction, pursuant to the Songbird Offer, Canary
Wharf Group Offer or otherwise. Any response in respect of the Canary Wharf Group Offer should
be made only on the basis of information contained in the Canary Wharf Group Offer Document,
which will contain the full terms of the Canary Wharf Group Offer, including how the Canary Wharf
Group Offer may be accepted. Canary Wharf Group Shareholders are advised to read the formal
documentation in relation to the Canary Wharf Group Offer carefully once it has been despatched.
This announcement does not constitute a prospectus or prospectus-equivalent document.
This announcement has been prepared for the purpose of complying with English law and the
Code and the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in, and the availability of the Songbird
Offer and the Canary Wharf Group Offer to persons who are residents, citizens or nationals of,
jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction
other than the United Kingdom should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the applicable requirements may
constitute a violation of the laws and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal documentation relating to the Songbird
Offer and the Canary Wharf Group Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and
persons receiving such documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless
otherwise permitted by applicable law and regulation, the Songbird Offer and the Canary Wharf
Group Offer, may not be made, directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Songbird Offer and the Canary
Wharf Group Offer, may not be capable of acceptance by any such use, means, instrumentality or
facilities.
The receipt of cash pursuant to the Canary Wharf Group Offer by Canary Wharf Group
Shareholders, respectively, may be a taxable transaction under applicable national, state and
local, as well as foreign and other tax laws. Each Canary Wharf Group Shareholder is urged to
consult their independent professional adviser regarding the tax consequences of accepting the
Canary Wharf Group Offer.
Notice to US investors
The Songbird Offer was made, and the Canary Wharf Group Offer will be made, for securities of a
United Kingdom company and Songbird Shareholders and Canary Wharf Group Shareholders in
the United States should be aware that this announcement, the Songbird Offer Document, the
6
Canary Wharf Group Offer Document and any other documents relating to the Songbird Offer or
the Canary Wharf Group Offer have been or will be prepared in accordance with the Code and
United Kingdom disclosure requirements, format and style, all of which differ from those in the
United States. Songbird’s and Canary Wharf Group’s financial statements, and all financial
information that is included in this announcement or that may be included in the Songbird Offer
Document, Canary Wharf Group Offer Document or any other documents relating to the Songbird
Offer or Canary Wharf Group Offer, have been or will be prepared in accordance with United
Kingdom generally accepted accounting principles and International Financial Reporting
Standards and may not be comparable to financial statements of United States companies.
The Songbird Offer was made, and the Canary Wharf Group Offer will be made, in the United
States pursuant to applicable US tender offer rules and securities laws (or pursuant to exemptive
relief therefrom granted by the United States Securities and Exchange Commission (the “SEC”))
and otherwise in accordance with the requirements of the Code, the Panel, the London Stock
Exchange and the UK Financial Conduct Authority. Accordingly, the Songbird Offer and the Canary
Wharf Group Offer will be subject to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that
are different from those applicable under United States domestic tender offer procedures and law.
In accordance with the Code and normal United Kingdom market practice and subject to
exemptive relief granted by the SEC from Rule 14e-5 under the United States Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or pursuant to Rule 14e-5(b) under the Exchange
Act (if applicable), CWG Bidco or its nominees or brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, Songbird Shares and Canary Wharf
Group Shares outside the United States, otherwise than pursuant to the Songbird Offer or Canary
Wharf Group Offer, respectively, before or during the period in which the Songbird Offer or Canary
Wharf Group Offer, respectively, remains open for acceptance, such as in open market purchases
at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or
arrangements to purchase, will comply with all applicable United Kingdom rules, including the
Code and the rules of the London Stock Exchange. In addition, in accordance with the Code,
normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays,
Citigroup and HSBC will continue to act as exempt principal traders in Songbird securities on the
London Stock Exchange. These purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly disclosed in the United
States to the extent that such information is made public in the United Kingdom.
Forward Looking Statements
This announcement contains statements which are, or may be deemed to be, “forward-looking
statements” which are prospective in nature. All statements other than statements of historical fact
may be forward-looking statements. They are based on current expectations and projections about
future events, and are therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the forward-looking statements.
Often, but not always, forward-looking statements can be identified by the use of forward-looking
words such as “plans”, “expects”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates”, “believes”, “targets”, “aims”, “projects” or words or terms of
similar substance or the negative thereof, as well as variations of such words and phrases or
statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will”
be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
7
Such forward-looking statements involve risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many factors could cause actual
results to differ materially from those projected or implied in any forward-looking statements. Due
to such uncertainties and risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this announcement. Any forwardlooking statements made in this announcement are made as of the date of this announcement
based on the opinions and estimates of the CWG Bidco Directors. Each of Brookfield, QIA, CWG
Bidco and their respective members, directors, officers, employees, advisers and any person
acting on behalf of one or more of them, expressly disclaims any intention or obligation to update
or revise any forward-looking or other statements contained in this announcement, whether as a
result of new information, future events or otherwise, except as required by applicable law.
None of Brookfield, QIA, CWG Bidco, nor their respective members, directors, officers or
employees, advisers or any person acting on their behalf, provides any representation, assurance
or guarantee that the occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur.
No forward-looking or other statements have been reviewed by the auditors of Brookfield, QIA or
Canary Wharf Group. All subsequent oral or written forward-looking statements attributable to any
of Brookfield, QIA, CWG Bidco, or their respective members, directors, officers, advisers or
employees or any person acting on their behalf are expressly qualified in their entirety by the
cautionary statement above.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to be a forecast, projection or
estimate of the future financial performance of Brookfield, QIA, Bidco, CWG Bidco or Canary
Wharf Group and no statement in this announcement should be interpreted to mean that earnings
or earnings per share of those persons (where relevant) for the current or future financial years
would necessarily match or exceed the historical published earnings or earnings per share of
those persons (where relevant).
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of
relevant securities of an offeree company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities exchange offeror is
first identified. An Opening Position Disclosure must contain details of the person’s interests and
short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person
th
to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10
business day following the commencement of the offer period and, if appropriate, by no later than
th
3.30 pm (London time) on the 10 business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in the relevant securities
of the offeree company or of a securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of
any class of relevant securities of the offeree company or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person’s interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save
8
to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on
the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and
offeror companies in respect of whose relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s
website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in
issue, when the offer period commenced and when any offeror was first identified. You should
contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to
whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Information relating to Songbird Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by
Songbird Shareholders, persons with information rights and other relevant persons for the receipt
of communications from Songbird may be provided to Bidco during the offer period as required
under Section 4 of Appendix 4 of the Code to comply with Rule 2.12 of the Code.
Information relating to Canary Wharf Group Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by
Canary Wharf Group Shareholders, persons with information rights and other relevant persons for
the receipt of communications from Canary Wharf Group may be provided to CWG Bidco during
the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12 of
the Code.
Publication on Website
This announcement and the display documents required to be published pursuant to Rule 26.1 of
the Code will be made available, free of charge and subject to certain restrictions relating to
persons in Restricted Jurisdictions, on Bidco’s website at www.songbirdoffer.com by no later than
12 noon (London time) on the Business Day following the date of this announcement. For the
avoidance of doubt, the content of such website is not incorporated into, and does not form part of,
this announcement.
9
Appendix I
Terms of the Canary Wharf Group Offer
1
Certain terms of the Canary Wharf Group Offer
1.1
The Canary Wharf Group Shares acquired under the Canary Wharf Group Offer
shall be acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third party rights and
interests of any nature and together with all rights now or hereafter attaching or
accruing to them, including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after the
date of this announcement.
1.2
The availability of the Canary Wharf Group Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions. Persons
who are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
1.3
The Canary Wharf Group Offer is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or telephone)
of interstate or foreign commerce of, or of any facility of a national, state or other
securities exchange of, any jurisdiction where to do so would violate the laws of
that jurisdiction and shall not be capable of acceptance by any such use, means,
instrumentality or facility or from within such Restricted Jurisdiction (unless
otherwise determined by CWG Bidco) and the Canary Wharf Group Offer cannot
be accepted by any such use, means or instrumentality or otherwise from any such
Restricted Jurisdiction.
1.4
The Canary Wharf Group Offer is governed by English law and is subject to the
jurisdiction of the English courts and to the Conditions and further terms set out in
this Appendix I (and, in the case of certificated Canary Wharf Group Shares, the
Form of Acceptance). The Canary Wharf Group Offer shall be subject to the
applicable requirements of the Code, the Panel and the Financial Conduct
Authority.
10
Appendix II
Definitions
“Barclays”
Barclays Bank plc, acting through its Investment Bank
“Bidco”
Stork Holdco L.P., a Bermudan limited partnership jointly
controlled by QIA and Brookfield
“CWG Bidco”
Stork Holdings Limited, a company incorporated in Jersey
and a wholly owned subsidiary of Bidco
“CWG Bidco Directors”
the members of the Board of CWG Bidco
“Board”
the board of directors of the relevant company
“Brookfield”
Brookfield Property Partners L.P., a limited partnership
incorporated under the laws of Bermuda with registered
number 47277
“Business Day”
a day (other than Saturdays, Sundays and public holidays
in the UK) on which banks are open for business in the
City of London
“Canary Wharf Group”
Canary Wharf Group plc, a company incorporated in
England and Wales with registered number 04191122
“Canary Wharf Group Offer”
the offer for the entire issued and to be issued ordinary
share capital of Canary Wharf Group (other than the
ordinary shares held by Songbird)
“Canary Wharf Group Offer
Document”
the offer document to be despatched by or on behalf of
CWG Bidco to the shareholders of Canary Wharf Group
setting out the terms and conditions of the Canary Wharf
Group Offer
“Canary Wharf Group
Shareholders”
the holders of Canary Wharf Group Shares from time to
time
“Canary Wharf Group Shares”
the ordinary shares of one pence each in the capital of
Canary Wharf Group
“Citigroup”
Citigroup Global Markets Limited
“Code”
the Code on Takeovers and Mergers issued from time to
time by the Panel on Takeovers and Mergers
“HSBC”
HSBC Bank plc
“London Stock Exchange”
The London Stock Exchange plc
“Panel”
the Panel on Takeovers and Mergers
“QIA”
Qatar Investment Authority, established by State of Qatar
Emiri Decision No (22) of 2005
“Restricted Jurisdiction”
any jurisdiction where the extension or availability of the
Songbird Offer or the Canary Wharf Group Offer would
breach any applicable law or regulation
11
“Songbird”
Songbird Estates plc, a company incorporated in England
and Wales with registered number 5043352
“Songbird Final Offer Price”
the price offered to Songbird Shareholders under the
terms of the Songbird Offer, being £3.50 in cash for each
Songbird Share
“Songbird Offer”
the terms of the offer for Songbird made pursuant to this
announcement
“Songbird Offer Document”
the offer document despatched by or on behalf of Bidco to
the shareholders of Songbird setting out the terms and
conditions of the Songbird Offer
“Songbird Shareholders”
the holders of Songbird Shares from time to time
“Songbird Shares”
the issued and to be issued shares of 10 pence each in
the capital of Songbird, being 740,374,616 outstanding in
total as at the date of this announcement
For the purposes of this announcement, “subsidiary”, “subsidiary undertaking”, “undertaking”
and “associated undertaking” have the respective meanings given thereto by the Companies Act
2006.
All references to “pounds”, “pounds Sterling”, “Sterling”, “£”, “pence”, “penny” and “p” are to the
lawful currency of the United Kingdom.
All the times referred to in this announcement are London times unless otherwise stated.
References to the singular include the plural and vice versa.
12