LONDON--(BUSINESS WIRE)--Regulatory News:
Pershing Square Holdings, Ltd. (“PSH” or the “Company”) (LN:PSH) (NA:PSH) today announces a tender offer (“Tender Offer”) to purchase up to an aggregate amount of $300 million of PSH’s public shares (“Public Shares”). The purchase of Public Shares pursuant to the Tender Offer will be funded from the Company's existing cash resources and will be made under the tender offer authority granted by shareholders at the Company's annual general meeting held on 24 April 2018 (“Tender Offer Authority”).
The Company has today published a circular (the “Tender Document”) containing further details of the Tender Offer. The Tender Offer is being made to all holders of Public Shares other than persons in the United States or in certain other jurisdictions as described more fully in the Tender Document. The Tender Document is available on PSH’s website, https://www.pershingsquareholdings.com/company-reports/notices-shareholders/.
Shareholders may tender all or any part of their holding of Public Shares for acquisition by the Company at the strike price (“Strike Price”). The Strike Price will be determined on the basis of valid tenders made by shareholders at a price between a 15% - 25% discount to the Net Asset Value per Public Share (the "Reference NAV") as of 9 May 2018 (the "Reference NAV Determination Date"). The Company will publish a daily net asset value throughout the duration of the Tender Offer, up to 9 May 2018.
Shareholders who wish to participate in the Tender Offer must specify the maximum discount to the Reference NAV at which they are willing to sell some or all of their Public Shares in the Tender Offer, as set out in the Tender Document. Shareholders may tender Public Shares at differing discount levels should they wish to do so.
If the number of Public Shares validly tendered at or below the Strike Price exceeds the number of Public Shares which the Company is authorised to purchase pursuant to the Tender Offer Authority, valid tenders made below the Strike Price will be accepted in full, whilst valid tenders made at the Strike Price will be scaled back pro rata to the number of Public Shares validly tendered at the Strike Price. All Public Shares that are acquired in the Tender Offer will be purchased at the Strike Price for cash in US Dollars, regardless of whether they were tendered at a greater discount to the Reference NAV.
The Tender Offer is made subject to the terms and conditions set out in the Tender Document. Further information about the calculation of the Strike Price, the procedure for tendering Public Shares in the Tender Offer and other important details of the Tender Offer are also set out in the Tender Document.
Shareholders should refer to the Tender Document for the full terms of the Tender Offer.
As was announced following the withdrawal in February 2018 of the proposed tender offer for up to $300 million in value of Public Shares by PSCM Acquisition Co LLC, an entity controlled by Bill Ackman, CEO of Pershing Square Capital Management LP ("PSCM"), and other affiliates of PSCM, Mr. Ackman and his affiliates may, subject to applicable laws and restrictions, choose to purchase, directly or indirectly, Public Shares, including through open market purchases. While Mr. Ackman and his affiliates will not acquire any Public Shares during the Tender Offer, they may do so after the Tender Offer has completed.
|Commencement of Tender Offer||25 April 2018|
Reference NAV Determination Date
Latest time for tenders of Public Shares held in
9 May 2018
2:00 p.m. CEST on 10 May 2018
|Closing Date for Tender Offer||1:00 p.m. BST on 10 May 2018|
|Record Date for the Tender Offer||5:00 p.m. BST on 10 May 2018|
Announcement of results of Tender Offer and
|11 May 2018|
|Settlement of Tender Offer consideration||18 May 2018|
About Pershing Square Holdings, Ltd.
Pershing Square Holdings, Ltd. (LN:PSH) (NA:PSH) is an investment holding company structured as a closed ended fund that makes concentrated investments principally in North American companies.
A copy of the Tender Document has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM
This is a public announcement by Pershing Square Holdings, Ltd (“PSH”) pursuant to Section 17 paragraph 1 of the European Market Abuse Regulation (596/2014).
This announcement does not constitute an offer or solicitation to acquire or sell any securities in the Company. Any acceptance or other response to the Tender Offer should be made on the basis of the information contained in the Tender Document. The Tender Offer will not be extended into any jurisdiction where to do so may be unlawful or which may otherwise subject the Company or any other person to any unduly onerous obligation.
Notwithstanding the proposals described in this announcement, there is no guarantee that, following the Tender Offer, the Company will make any purchases of its own shares. Accordingly, investors should not expect that they will necessarily be able to realise, within a period which they would otherwise regard as reasonable, their investment in the Company, nor can they be certain that they will be able to realise their investment on a basis that necessarily reflects the value of the Company's investments.
This announcement is not an offer of securities for sale in the United States or elsewhere. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended, and investors are not entitled to the benefits of that Act. There has not been and there will be no public offering of the Company's securities in the United States.