Wetherspoon mandates CBRE to sell 34 more pubs
JD Wetherspoon, the UK-listed pubs operator, has tasked CBRE with selling 34 pubs believed to be worth as much as GBP 40m (USD 60m), The Times reported.
The unattributed report said the pubs have a GBP 38m combined turnover and 27 of them are freehold or long leasehold.
The report noted that Wetherspoon hired CBRE to advise on the sale of 20 different leasehold pubs five months ago.
The Times
ITV rumoured to be eyed by Liberty Global
Liberty Global (Nasdaq:LBTYK), the London-based cable group, is rumoured to be eyeing the British television broadcaster ITV (LON:ITV), The Times reported. The market report noted that ITV’s share price was 1.5p improved at 256p, amid chatter of interest from Liberty.
This news service reported in July that Liberty Global had increased its ITV stake to 9.9%, at which time the company stated it did not intend to make any takeover offer.
The Times
Dufry releases provisional results of obligation to purchase residual World Duty Free shares
This notice follows the press release published on October 23, 2015, whereby Dufry Financial Services BV (the “Offeror”) announced to hold a stake higher than 95% of the share capital of World Duty Free S.p.A. ("WDF" or the ’"Issuer"). All capitalized terms not defined in this press release shall have the same meaning as in the offer document relating to the Offer approved by CONSOB by resolution no. 19342 of September 8, 2015 and published on September 10, 2015 (the “Offer Document”).
With reference to the procedure for the fulfillment of the obligation to purchase pursuant to art. 108, paragraph 2, of the TUF by the Offeror regarding no. 16,680,884 WDF shares equal to 6.55% of the share capital of the Issuer (“Residual Shares”), started on October 19, 2015 (“Procedure of the Obligation to Purchase”), the Offeror announces that, on the date hereof, the term agreed with Borsa Italiana S.p.A. to submit the requests to sell has ended. The payment of the consideration concerning the Procedure of the Obligation to Purchase, equal to Euro 10.25 (the “Consideration of the Obligation to Purchase”) per each Residual Share which has been requested to be sold, will be made on November 11, 2015 (“Date of Payment of the Obligation to Purchase”).
On the basis of the provisional results transmitted by Banca IMI S.p.A. (Intermediary Responsible for Coordinating the Collection of Tenders), the Offeror communicates that, also through purchases made on the market, on the Date of Payment of the Obligation to Purchase it will come to hold 246,030,182 WDF shares, equal to 96.66% of the corporate capital of the Issuer.
Joint Procedure. In light of above, as indicated in the Offer Document and in the notice dated October 23, 2015, the requirements for the exercise, by the Offeror, of the right to purchase pursuant to art. 111 of the TUF and for the obligation to purchase pursuant to art. 108, paragraph 1, of the TUF have been met. Therefore the Offeror will exercise the right to purchase pursuant to art. 111 of the TUF and, simultaneously, will fulfill the obligation to purchase pursuant to art. 108, paragraph 1, of the TUF, by means of a joint procedure (the “Joint Procedure”) relating to all the shares of the Issuer still on the market as of the Date of Payment of the Obligation to Purchase, corresponding to 8,489,818 and equal to 3.34% of the share capital of the Issuer (the “Additional Residual Shares”).
The consideration per each Additional Residual Share to be paid at the end of the Joint Procedure shall be equal to the Consideration of the Obligation to Purchase (i.e. Euro 10.25).
The Offeror, in order to execute the Joint Procedure, on November 13, 2015, will confirm to the Issuer the deposit of an amount equal to the aggregate price of the Additional Residual Shares on the Relevant Account held at the Cash Confirmation Issuing Bank and the availability of such amount. On such date, the ownership of the Residual Shares will be transferred to the Offeror and consequently recorded in the shareholders’ register by the Issuer, pursuant to article 111, paragraph 3, of the TUF.
The terms of the Joint Procedure shall be confirmed in the press release concerning the final results of the Procedure of the Obligation to Purchase which shall be published on November 9, 2015.
Delisting of the ordinary shares of WDF. Since the Joint Procedure will be carried out, Borsa Italiana S.p.A., pursuant to article 2.5.1, paragraph 6, of the Regulations of the Markets Organized and Managed by Borsa Italiana S.p.A., has ordered - by means of resolution no. 8123 dated October 26, 2015 - the suspension from trading on the Electronic Stock Market (Mercato Telematico Azionario) of the Issuer’s ordinary shares on the trading days of November 11 and November 12, 2015 and their subsequent delisting starting from the trading day of November 13, 2015.
Germany iterates firm stance on capital-gains taxes in cash-and-stock acquisitions, potentially affecting Deutsche Wohnen shareholders’ premium from Vonovia’s offer
Germany’s government iterated its tough stance on capital-gains taxes in cash-and-stock takeover offers, a Deutsche Boerse unit said on its website on Wednesday, The Wall Street Journal reported.
The move is set to make deal-making in Europe’s largest economy more difficult, including the merger of the country’s two largest residential-real-estate companies, Vonovia and Deutsche Wohnen, in a USD 14bn transaction, according to the report.
To make its offer successful, Vonovia needs to get at least 50% plus one Deutsche Wohnen share on a diluted basis, according to the report. Taking the two Deutsche Wohnen convertible bonds into account, the minimum threshold moves up to around 56%, the WSJ reported.
Lawmakers plan to apply a 26% tax on the entire cash component also to foreign investors, Deutsche Boerse’s clearing and settlement unit Clearstream said on its website on Wednesday. That means all shareholders holding less than 1% will be immediately taxed, but may claim back some of it depending on their country of residence, the WSJ reported.
The ruling, in place for years, was largely overlooked and, until now, unclear whether non-German investors would also be taxed. That matters because most of Germany’s large listed companies are mainly held by investors outside the country, the New York-based daily business newspaper reported.
“The finance ministry’s letter provides clarity. I assume that Germany’s federal states will follow the ministry’s proposal and approve it,” said Joachim Dahm of Germany’s association of private banks, according to the WSJ online report.
While the letter means clarity for investors in general, it means uncertainty for the tie-up of Vonovia with Deutsche Wohnen. More than half of Deutsche Wohnen’s shares are in the hands of foreign investors holding less than 1%, according to company estimates.
The Wall Street Journal in October reported about the tax rule, causing investors and analysts to question the attractiveness of Vonovia’s offer for its next-biggest rival, according to the report. Vonovia’s Finance Chief Stefan Kirsten last Monday told analysts that the law would only affect retail shareholders and investors who hold their stake in countries that have a “difficult tax-treaty situation with Germany,” alluding to countries that don’t have a double tax treaty, the WSJ reported in the online story.
Vonovia in October said it plans to offer seven of its own shares and EUR 83.14 (USD 90.37) in cash for each 11 Deutsche Wohnen shares. The proposed mix of roughly 70% shares and 30% cash valued Deutsche Wohnen at EUR 25.86 a share, or EUR 14bn in total, at the offer’s announcement, according to the WSJ.
Some investors and analysts have said that the tax could shave the premium off Vonovia’s offer and make the offer unattractive, according to the report. “We are convinced that investors who are eventually affected will only get a minimal effect,” a spokeswoman for Vonovia said Wednesday.
Wall Street Journal Europe
Busch would not rule out controlling majority in Pfeiffer Vacuum
Busch, the German vacuum pump and compressor specialist, would not rule out gaining control of local rival Pfeiffer Vacuum, Boersen-Zeitung reported. The German daily cited Busch owning family member Sami Busch, who told the paper a controlling majority is a possible option, adding that he is looking at all possibilities. Busch said he could acquire further Pfeiffer Vacuum shares if a good opportunity arises.
Busch acquired a 15% stake in September describing it as a financial investment and having no intention of exerting board influence, the report noted. Busch is now talking to Pfeiffer Vacuum regarding an appropriate representation on the board, Busch told the paper.
Busch now holds 27.2% in the company.
Pfeiffer Vacuum has a market cap of EUR 1.069bn.
Boersen-Zeitung
Puma dampens speculation of Kering sale plans
Puma, the listed German sports and leisure wear group, has dampened speculation its 86% shareholder Kering is planning to sell its stake, Boersen-Zeitung reported.
The German daily cited Puma CEO, Bjorn Gulden, who in response to the speculation said he has no indication from Kering that the French shareholder is planning to exit. Gulden noted he has good contact with the nine-director board which includes five Kering representatives.
The original article was published on page 7.
Boersen-Zeitung