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STOCKLAND — M&A Activity 2007
Apr 29, 2007
65781_rns_2007-04-29_e3f403b4-1ed2-42f7-95c1-e02d043456fe.pdf
M&A Activity
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ASX/Media Release 30 April 2007
Level 25 133 Castlereagh Street SYDNEY NSW 2000
Tel: 02 9035 2000 Fax: 02 8988 2551
STOCKLAND FINALISES ACQUISITION OF HALLADALE
Stockland notes that on Friday 27 April AEST, the Court of Session in Edinburgh, Scotland sanctioned the scheme of arrangement between Stockland and UK property co-investment, development and management group Halladale. This follows the shareholder vote in acceptance of the scheme on 22 March 2007.
Stockland's UK platform will now be known as Stockland Halladale.
See attached announcement made in the United Kingdom.
For investor enquiries contact:
Johanna Keating
EGM Corporate Affairs Stockland Tel: +61 2 9035 2180 Mob: +61 (0)409 168 848
Joanne Trimboli Investor Relations Manager Stockland Tel: +61 2 9035 2553 Mob: +61 (0)403 972 736
For media enquiries contact:
Amy Menere Media & Corporate Communication Manager Stockland Tel: +61 2 9035 2551 Mob: +61 (0)422 449 310
Stockland (ASX: SGP) is one of the largest and most diversified property groups in Australia with interests in retail, commercial, industrial and residential property investment and development and unlisted property funds. Stockland currently has total assets in Australia, New Zealand and the United Kingdom of over $10 billion, market capitalisation in excess of $11 billion, and reported an operating profit of $553.7 million for the year ended 30 June 2006. Additional information can be found on our website www.stockland.com.au
Not for release, publication or distribution, in whole or part, in, into or from the United States, Canada or Japan. The attached formal announcement has been prepared for release in the United Kingdom.
For immediate release
Halladale Group plc 26 April 2007
Halladale Group plc ("Halladale" or the "Company")
Scheme of Arrangement sanctioned by the Court of Session in Edinburgh (the "Court")
On 6 February 2007 Halladale and Stockland Corporation Limited ("Stockland") announced the terms of recommended proposals for the acquisition by Stockland UK Development Limited ("Stockland UK") of the entire issued and to be issued share capital and all outstanding convertible unsecured loan stock of Halladale (the "Acquisition"). The Acquisition was to be implemented by way of a court sanctioned scheme of arrangement under section 425 of the Companies Act 1985 (the "Scheme").
On 22 March 2007 the Board of Halladale announced that Halladale Shareholders, holders of 2004 CULS and holders of 2006 CULS had voted to approve parts I, II and III of the Scheme respectively. At the Extraordinary General Meeting held on that date, Halladale Shareholders voted in favour of the special resolution proposed in the notice of the Extraordinary General Meeting and set out full in the Scheme Document.
The board of Halladale is pleased to announce that earlier today the Court issued an order which, inter alia, sanctioned the Scheme and confirmed the Capital Reduction. The Scheme and the Capital Reduction will become effective on the registration by the Registrar of Companies for Scotland of certified true copies of the Court Order and the Scheme, together with a minute of reduction approved by the Court (in relation to the Capital Reduction). The Court has ordered the Company to deliver these items to the Registrar, and for him to then make the registrations. The registrations are expected to be made on 30 April 2007.
Trading in Scheme Shares on the AIM market was suspended with effect from the close of business on 25 April 2007, and admission to trading of the Scheme Shares will be cancelled at approximately 8.00 a.m. on 30 April 2007.
Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Company's announcement of 6 February 2007.
Commenting on the Acquisition, Matthew Quinn, Managing Director of Stockland said "We are delighted to announce the completion of the acquisition of Halladale, which provides a springboard for us to capitalise on further growth opportunities in the UK by combining our integrated development. capabilities and expertise with Halladale's existing business and extensive local relationships. We are looking forward to developing the Stockland Halladale platform in order to build a market leading business in the UK".
Halladale Chief Executive David Lockhart said "We are very excited about the creation of Stockland Halladale and we will use our complementary skills to significantly grow the business in the coming years".
David Lockhart will become Executive Chairman of Stockland Halladale, while Lisa Scenna and Ken Lindsay will be the joint managing directors.
Enquiries:
| +61 2 9035 2180 | |
|---|---|
| $+61290352551$ | |
| 020 7986 4000 | |
| 0845 070 4633 | |
| 020 7523 8350 | |
| 020 7861 3232 | |
David Rydell Christopher Hamilton
Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Stockland and no one else in connection with the Proposals and will not be responsible to anyone other than Stockland for providing the protections afforded to clients of Citigroup Global Markets Limited or for providing advice in relation to the Proposals or any other matters referred to in this announcement.
Kinmont Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Halladale and no one else in connection with the Proposals and will not be responsible to anyone other than Halladale for providing the protections afforded to clients of Kinmont or for providing advice in relation to the Proposals or any other matters referred to in this announcement.
Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Halladale and no one else in connection with the Proposals and will not be responsible to anyone other than Halladale for providing the protections afforded to clients of Collins Stewart Europe Limited or for providing advice in relation to the Proposals or any other matters referred to in this announcement.