Bellway has submitted a revised offer for Crest Nicholson, which the board of Crest said it was “minded” to unanimously recommend to shareholders should a formal offer be received.
In June, the board of Crest Nicholson rejected a second all-share takeover approach from Bellway, which valued the company at circa £650m.
Under the revised terms, Crest Nicholson’s shareholders would receive 0.099 shares in Bellway for each share they own in Crest Nicholson and a dividend of 4p per Crest Nicholson share comprising the previously announced interim dividend of 1p per share and a special dividend of 3p per share conditional on completion of the transaction.
This represents a 28.3% premium to the closing price of Crest Nicholson shares on 13 June and has an implied value of 273p per Crest share, or circa £720m.
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 boards of the two companies said they believed there was a compelling strategic and financial rationale for the takeover, which would deliver “significant operational benefits, including procurement synergies, and the ability to open dual outlets on at least 10 current and future Crest Nicholson sites with complementary brands to drive incremental volumes at attractive margins”.
Bellway said that should the takeover go through it intended to “retain and deploy” the Crest Nicholson brand across the enlarged group.
In order to enable satisfactory due diligence to take place, Bellway has requested – and the board of Crest Nicholson and the Panel on Takeovers and Mergers have consented to – an extension to the PUSU deadline.
As a result, Bellway must either announce a firm intention to make an offer for Crest Nicholson or announce it does not intend to make an offer no later than 5pm on 8 August 2024.
