Taliesin Property Fund Limited

Transcription

1 Taliesin Property Fund Limited Telephone: Correspondence Address: PO Box 1075 Fax: Esplanade St. Helier Jersey JE2 3QA Channel Islands 20 December 2017 If you are in any doubt as regards the contents of this letter, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. If you have sold or otherwise transferred all of your ordinary shares in Taliesin, please send this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or transferred only part of your holding of ordinary shares in Taliesin, you should retain this document and consult the bank, stockbroker or other agent through whom the sale was effected. However, this document should not be forwarded or transmitted in whole or in part in, into any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction. To: Taliesin Property Fund Limited (Taliesin) shareholders, persons with information rights and holders of securities convertible into, rights to subscribe for and/or options over shares in Taliesin Dear Shareholder Taliesin announcement On 20 December 2017, Taliesin announced with Wren Bidco Limited and Canary Bidco Limited (the Bidcos) (newly formed companies owned by funds advised to affiliates of The Blackstone Group L.P.) (the Announcement) that they had reached agreement on the terms and conditions of a recommended cash acquisition for the entire issued and to be issued share capital of Taliesin by the Bidcos (Offer). The formal offer documentation providing further information about the Offer will be posted to you in due course, subject to the restrictions on distribution described in the Announcement. Shareholders are not required to take any action at this present time. In accordance with Rule 2.11 of the City Code on Takeovers and Mergers, please find enclosed a copy of the Announcement. A copy of this letter and the Announcement can also be found on Taliesin s website at It is expected that the Offer will be implemented by means of a scheme of arrangement and associated documentation will be sent to Taliesin shareholders in due course, subject to any restrictions on distribution described in the Announcement. Shareholders are not required to take any action at this present time. CFD-# v1 Registered Office: 28 Esplanade St Helier Jersey JE2 3QA Channel Islands Regulated by the Jersey Financial Services Commission

2 Taliesin Property Fund Limited Page 2 Please be aware that addresses, electronic addresses and certain other information provided by you for the receipt of communications from Taliesin may be provided to the Bidcos during the offer period as required under Section 4 of Appendix 4 of the Code. Should you wish to contact Taliesin in respect of the Announcement, please address any enquiries to Mark Smith, non-executive director, on +44 (0) during normal business hours. Yours sincerely Nigel Le Quesne Chairman Enc. CFD-# v1 Registered Office: 28 Esplanade St Helier Jersey JE2 3QA Channel Islands Regulated by the Jersey Financial Services Commission

3 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION For immediate release 20 December 2017 RECOMMENDED CASH ACQUISITION of Taliesin Property Fund Limited by Wren Bidco Limited and Canary Bidco Limited (newly formed companies owned by entities advised by affiliates of The Blackstone Group L.P. as part of Blackstone s newly formed pan-european Core+ unit) Summary The boards of directors of Taliesin Property Fund Limited ("Taliesin") and Wren Bidco Limited ("Bidco 1") and Canary Bidco Limited ("Bidco 2" and together, the "Bidcos") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash acquisition of the entire issued ordinary share capital of Taliesin. Under the terms of the Acquisition, each Scheme Shareholder will be entitled to receive: for each Scheme Share: 51 Euros in cash The price per Scheme Share represents a premium of approximately: 10 per cent. to the closing price of per Taliesin Share on 19 December 2017 (being the last business day before the date of this Announcement); 16 per cent. to the volume-weighted average price of per Taliesin Share for the three-month period ended 19 December 2017 (being the last business day before the date of this Announcement); 20 per cent. to the volume-weighted average price of per Taliesin Share for the twelve-month period ended 19 December 2017 (being the last business day before the date of this Announcement); and 16 per cent. to the 30 June 2017 Adjusted NAV of per Taliesin Share. The Offer Price has been agreed by the boards of directors of Taliesin and the Bidcos on the basis that no final dividend for the financial year ended 31 December 2017 will be paid by Taliesin to Taliesin Shareholders. If Taliesin announces, declares, makes or pays any dividend or other distribution on or after the date of this Announcement and prior to 1

4 the Effective Date, the Bidcos reserves their right to reduce the Offer Price by an amount equal to the amount of such dividend or distribution. The Acquisition values Taliesin's entire issued ordinary share capital at approximately 260 million. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Article 125 of the Companies Law. The Scheme Document will contain an updated portfolio valuation reported on in accordance with Rule 29 of the Code. The Taliesin Directors, who have been so advised by Rothschild as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Rothschild has taken into account the commercial assessments of the Taliesin Directors. Accordingly, the Taliesin Directors confirm they intend to recommend unanimously that the Taliesin Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (in the case of Mark Smith, other than in respect of the Resolution to approve the IM Transaction), as they have irrevocably undertaken to do in respect of their own beneficial holdings which are under their control of: in respect of the Scheme at the Court Meeting and the Resolutions to implement the Scheme, in aggregate, 129,920 Taliesin Shares representing approximately 2.5 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement); and in respect of the Resolution to approve the IM Transaction, in aggregate, 5,200 Taliesin Shares representing approximately 0.1 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement). The Investment Managers, Seumas Dawes, Georges Saier, Michael and Felicity Milbourn, Julian Adams, and Paul Luke have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting to implement the Scheme (in the case of the Investment Managers and Paul Luke, other than the Resolution to approve the IM Transaction) in respect of their own beneficial holdings which are under their control of: in respect of the Scheme at the Court Meeting and the Resolutions to implement the Scheme, in aggregate, 2,510,616 Taliesin Shares representing approximately 49.2 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement); and in respect of the Resolution to approve the IM Transaction, 1,258,155 Taliesin Shares representing approximately 33.8 per cent. of the Independent Voting Share Capital of 2

5 Taliesin on 19 December 2017 (being the last business day before the date of this Announcement). The Bidcos have therefore received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting to implement the Scheme (other than the Resolution to approve the IM Transaction) from Taliesin Shareholders holding 2,640,536 Taliesin Shares and representing approximately 51.8 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) and 1,263,355 Taliesin Shares representing approximately 33.9 per cent. of Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) in respect of the Resolution to approve the IM Transaction. Further details of these undertakings, including the circumstances in which they cease to be binding are set out in Appendix 3. The terms of the Acquisition will be put to the Taliesin Shareholders at the Court Meeting and the General Meeting (which is expected to immediately follow the Court Meeting). The Court Meeting and the General Meeting are required to enable Taliesin Shareholders to consider, and if thought fit, vote in favour of the resolutions to approve the Scheme and its implementation. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more of the voting rights held by those Scheme Shareholders. The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to this Announcement. Full details of the Acquisition will be set out in the Scheme Document. It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be published as soon as practicable and, in any event, within 28 days of this Announcement (unless the Panel agrees otherwise). An expected timetable of principal events will be included in the Scheme Document. The Acquisition is expected to become Effective in the first quarter of 2018, subject to satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix 1 to this Announcement. Taliesin Management Limited and JJ Investment Management Limited (the "Investment Managers") act as investment advisers to Taliesin pursuant to investment advisory agreements. The Bidcos have entered into a share purchase agreement with Mark Smith and certain other sellers under which the Investment Managers will be sold to the Bidcos (the "IM Transaction"), subject to the Acquisition becoming Effective. It is anticipated completion of the IM Transaction will occur immediately following the Acquisition becoming Effective. If the Acquisition does not become Effective, the IM Transaction will not occur. The consideration payable by Bidcos in respect of the IM Transaction will be 18 million, after taking into account the proceeds attributable to the Taliesin Shares held by the Investment Managers which will be transferred to the Bidcos on the Effective Date. For the purposes of Rule 16 of the Code, Rothschild has confirmed that, in its opinion, the terms of the IM Transaction are fair and reasonable so far as Independent 3

6 Taliesin Shareholders are concerned. The IM Transaction is subject to the approval of Independent Taliesin Shareholders in accordance with Rule 16 of the Code. Bidco 1 has entered into a share purchase agreement with JTC Trustees Limited under which Sophia Holdings Limited, an indirect holder of approximately 6 per cent. of Taliesin Holdings Limited (a subsidiary of Taliesin) will be sold to Bidco 1 (the "Sophia Transaction"), subject to the Acquisition becoming Effective. It is anticipated that completion of the Sophia Transaction will occur immediately following completion of the Acquisition. If the Acquisition does not become Effective, the Sophia Transaction will not occur. The consideration payable by Bidco 1 in respect of the Sophia Transaction will be 1. Taliesin has in issue zero dividend preference shares of no par value which are listed on the Main Market of the London Stock Exchange (the "ZDP Shares"). As further described in this announcement, upon the Acquisition becoming Effective, Taliesin is required under the Articles to initiate a process of offering an early repurchase of the ZDP Shares in accordance with the provisions set out in the Articles which the holders of the ZDP Shares may either accept or reject. Full details of the terms of the buyback offer and relevant documentation will be sent to holders of ZDP Shares following the Scheme becoming effective. Nigel Le Quesne, the Chairman of Taliesin, said: We are delighted to announce the Acquisition of Taliesin by the Bidcos, which represents the successful conclusion of over 10 years of investment in Berlin residential property. The Acquisition offers all Taliesin Shareholders the chance to realise their investment in Taliesin at a premium and in cash. Commenting on the Announcement Anthony Myers, the Head of Real Estate Europe of The Blackstone Group International Partners LLP, said: "The acquisition of Taliesin by Blackstone Property Partners' newly formed pan- European Core+ unit would represent a further expansion of our German residential business. Taliesin would form an integral part of our long-term German residential portfolio, which is focused on well located assets across the country s gateway cities, and Berlin in particular." This summary should be read in conjunction with, and is subject to, the full text of the following Announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 contains the sources and bases of certain information contained in this summary and the following Announcement. Appendix 3 contains details of the irrevocable undertakings received by the Bidcos. Appendix 4 contains the definitions of certain terms used in this summary and the following Announcement. Enquiries The Blackstone Group International Partners LLP Tel: + 44 (0)

7 Andrew Dowler Lazard (Financial Adviser to the Bidcos) Tel: +44 (0) Patrick Long Will Lawes Philip Chapman Taliesin Tel: +44 (0) Mark Smith Rothschild (Financial Adviser to Taliesin) Tel: +44 (0) Robert Waddingham Sam Green Hannes Mungenast Stockdale (Nomad and Broker to Taliesin) Tel: +44 (0) Robert Finlay Owen Matthews Further information This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an 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 in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Taliesin in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. Lazard & Co., Limited, which is authorised and regulated by the FCA, is acting as financial adviser to the Bidcos and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than the Bidcos for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in connection with the matters referred to herein. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. N. M. Rothschild & Sons Limited, which is authorised and regulated by the FCA, is acting as financial adviser to Taliesin and no one else in connection with the matters described in this 5

8 Announcement and will not be responsible to anyone other than Taliesin for providing the protections afforded to clients of Rothschild nor for providing advice in connection with the matters referred to herein. Neither Rothschild nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. Stockdale Securities Limited, which is authorised and regulated by the FCA, is acting as nominated adviser and broker to Taliesin and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Taliesin for providing the protections afforded to clients of Stockdale nor for providing advice in connection with the matters referred to herein. Neither Stockdale nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stockdale in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. Overseas jurisdictions The availability of the Acquisition to Taliesin Shareholders who are not resident in and citizens of the UK or Jersey may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK or Jersey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document. The release, publication or distribution of this Announcement in or into jurisdictions other than the UK and Jersey may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or Jersey should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English and Jersey law, the AIM Rules, the rules of the London Stock Exchange 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 of England and Jersey. Copies of this Announcement and the formal documentation relating to the Scheme and the Acquisition will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction. US Holders US Holders should note that the Acquisition relates to the securities of a Jersey company listed on AIM, is subject to UK and Jersey disclosure requirements and practices (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement under Jersey company law. A transaction effected by means of a scheme of 6

9 arrangement is not subject to the tender offer rules under the US Exchange Act, and the proxy solicitation rules under the US Exchange Act will not apply to the Acquisition. The Scheme will be subject to Jersey and UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with IFRS, and thus may not be comparable to financial information of companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. However, if the Bidcos were to exercise their right to implement the Acquisition of the Taliesin Shares by way of an Offer, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations. Such an Offer would be made by the Bidcos. The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Taliesin Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him. It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since the Bidcos and Taliesin are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-us company or its officers or directors in a non-us court for violations of US securities laws. Further, it may be difficult to compel a non-us company and its affiliates to subject themselves to a US court's judgement. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Bidcos or their nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Taliesin Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Forward looking statements This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by the Bidcos and Taliesin contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Bidcos and Taliesin 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. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on the Bidcos and Taliesin, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or 7

10 "believes", or 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. Although the Bidcos and Taliesin believe that the expectations reflected in such forward-looking statements are reasonable, the Bidcos and Taliesin can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; as future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which the Bidcos and Taliesin operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which the Bidcos and Taliesin operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither the Bidcos nor Taliesin, nor any of their respective associates or directors, officers or advisers, 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. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules), neither the Bidcos nor Taliesin is under any obligation, and the Bidcos and Taliesin expressly disclaim any intention or obligation, to update or revise any forwardlooking statements, whether as a result of new information, future events or otherwise. No profit forecasts or estimates No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for the Bidcos or Taliesin, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for the Bidcos or Taliesin, as appropriate. Dealing disclosure requirements Under Rule 8.3(a) of the Code, any person who is interested in one 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. 8

11 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 to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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 one 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(s), save 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 Panel's website at 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) if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. In accordance with Rule 2.9 of the Code, Taliesin confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 5,099,993 ordinary shares each of no par value (and holds no shares in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is JE00B3B3WB31. Publication on website In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Taliesin's website at by no later than 12 noon 9

12 (London time) on the business day following this Announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this Announcement. Requesting hard copy documents Taliesin Shareholders may request a hard copy of this Announcement by contacting the Company Secretary of Taliesin during business hours on +44 (0) or by submitting a request in writing to the Company Secretary of Taliesin at JTC (Jersey) Limited, PO Box 1075, Elizabeth House, 9 Castle Street, St. Helier, Jersey JE4 2QP. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. Electronic communications Please be aware that addresses, electronic addresses and certain other information provided by Taliesin Shareholders, persons with information rights and other relevant persons for the receipt of communications from Taliesin may be provided to the Bidcos during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c). Rounding Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them. Inside Information This Announcement contains inside information. The person responsible for arranging the release of this Announcement on behalf of Taliesin is Mark Smith. 10

13 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION For immediate release 20 December 2017 RECOMMENDED CASH ACQUISITION of Taliesin Property Fund Limited by Wren Bidco Limited and Canary Bidco Limited (newly incorporated companies owned by entities advised by affiliates of The Blackstone Group L.P.) 1. Introduction The boards of directors of Taliesin Property Fund Limited ("Taliesin") and Wren Bidco Limited ("Bidco 1") and Canary Bidco Limited ("Bidco 2" and together, the "Bidcos") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash acquisition of the entire issued and to be issued ordinary share capital of Taliesin. It is intended that the Acquisition will be implemented by means of a Courtsanctioned scheme of arrangement under Article 125 of the Companies Law. 2. The Acquisition Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document, each Taliesin Shareholder will be entitled to receive: for each Scheme Share: 51 Euros in cash The Offer Price of 51 Euros per Scheme Share represents a premium of approximately: 10 per cent. to the closing price of per Taliesin Share on 19 December 2017 (being the last business day before the date of this Announcement); 16 per cent. to the volume-weighted average price of per Taliesin Share for the three-month period ended 19 December 2017 (being the last business day before the date of this Announcement); 20 per cent. to the volume-weighted average price of per Taliesin Share for the twelve-month period ended 19 December 2017 (being the last business day before the date of this Announcement); and 16 per cent. to the 30 June 2017 Adjusted NAV of per Taliesin Share. 11

14 The Acquisition values Taliesin's entire issued ordinary share capital at approximately 260 million. The Offer Price has been agreed by the boards of directors of the Bidcos and Taliesin on the basis that no final dividend for the financial year ending 31 December 2017 will be paid by Taliesin to Taliesin Shareholders. If Taliesin announces, declares, makes or pays any dividend or other distribution on or after the date of this Announcement and prior to the Effective Date, the Bidcos reserve the right to reduce the Offer Price by an amount equal to the amount of such dividend or distribution. 3. Background to and reasons for the Acquisition The Bidcos believe that the acquisition of Taliesin represents an attractive opportunity for Blackstone to acquire a well located residential portfolio and in doing so increase its exposure to the German residential market. 4. Recommendation The Taliesin Directors, who have been so advised by Rothschild as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Rothschild has taken into account the commercial assessments of the Taliesin Directors. Accordingly, the Taliesin Directors confirm they intend to recommend unanimously that the Taliesin Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (in the case of Mark Smith, other than in respect of the Resolution to approve the IM Transaction), as they have irrevocably undertaken to do in respect of their own beneficial holdings which are under their control of: in respect of the Scheme at the Court Meeting and the Resolutions to implement the Scheme, in aggregate, 129,920 Taliesin Shares representing approximately 2.5 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement); and in respect of the Resolution to approve the IM Transaction, 5,200 Taliesin Shares representing approximately 0.1 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement). 5. Background to and reasons for the recommendation Taliesin was formed in 2005 to invest in residential property in Berlin, where, at the time, property prices had slumped to levels considerably below those prevailing in other German and European cities. At the time of its admission to trading on AIM in 2007, Taliesin had raised 37.8 million of equity capital. The Berlin residential market represented an attractive investment opportunity, partly because (i) rental yields could match or exceed funding costs, and (ii) it was possible to buy property at a discount to replacement cost. 12

15 Taliesin s last property acquisition was in Since then it has focused on managing its portfolio for both income and capital growth. Property prices in Berlin have risen substantially in recent years albeit they are still below levels in other German cities. Meanwhile, individual apartment prices are at a premium to the price of whole buildings. In 2015, Taliesin began to take advantage of this disparity by splitting freeholds in its portfolio and selling off individual apartments. The Taliesin Directors consider this strategy has provided excellent returns for Taliesin Shareholders. In 2006 the Company raised capital at per share. The 30 June 2017 Adjusted NAV was per share, which, when taking into account the capital returns totalling 4.00 per share over this period, implies a 4.8x return for Taliesin Shareholders since Whilst the Board continues to believe in the strength of the Taliesin model and in the potential for further growth in the Berlin residential property market, the Board also recognises that the relatively small free float of Taliesin and the relatively illiquid market for Taliesin s shares makes it hard for shareholders to crystallise the NAV returns achieved to date. The Board has also considered alternative methods of returning capital to Taliesin Shareholders, such as employing higher leverage or disposing of its assets, and returning these proceeds to Taliesin Shareholders. However, it is the Board's view that the prospects of achieving, over time, higher net proceeds than those implied by the Acquisition are outweighed by the downside risks for Taliesin Shareholders from the execution and market risks inherent in such a disposal programme. The Acquisition represents an opportunity for Taliesin Shareholders to realise in cash their full investment in Taliesin at a meaningful premium to both last reported NAV and the prevailing share price. The attractiveness of this pricing, the reliability and speed of execution which Blackstone are able to deliver and the relatively low property disposal costs payable in a single corporate sale of the entire business have all been taken into account by the Taliesin Directors in arriving at their conclusion to recommend unanimously the Acquisition to Taliesin Shareholders. 6. Irrevocable Undertakings As described above, the two Taliesin Directors who hold Taliesin Shares have irrevocably undertaken to vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions (other than, in the case of Mark Smith, the Resolution to approve the IM Transaction) to be proposed to implement the Scheme at the General Meeting in respect of their own beneficial holdings which are under their control, amounting to in aggregate, 129,920 Taliesin Shares representing approximately 2.5 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) and 5,200 Taliesin Shares representing approximately 0.1 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) in respect of the Resolution to approve the IM Transaction. In addition, the Investment Managers, Seumas Dawes, Georges Saier, Michael and Felicity Milbourn, Julian Adams, and Paul Luke who hold Taliesin Shares have irrevocably undertaken to vote, or procure votes, in favour of the Scheme at the Court Meeting and the 13

16 Resolutions to be proposed at the General Meeting to implement the Scheme (in the case of the Investment Managers and Paul Luke, other than the Resolution to approve the IM Transaction) in respect of their beneficial holdings which are under their control, amounting to in aggregate, 2,510,616 Taliesin Shares representing approximately 49.2 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) and 1,258,155 Taliesin Shares representing approximately 33.8 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) in respect of the Resolution to approve the IM Transaction. The Bidcos have therefore received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting to implement the Scheme (other than the Resolution to approve the IM Transaction) amounting to, in aggregate, 2,640,536 Taliesin Shares representing approximately 51.8 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) and 1,263,355 Taliesin Shares representing approximately 33.9 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) in respect of the Resolution to approve the IM Transaction. The undertakings from the Taliesin Directors, Mark Smith and Nigel Le Quesne, will cease to be binding only if (i) the Panel consents to the Bidcos not proceeding with the Acquisition; (ii) the Scheme Document is not dispatched to Taliesin Shareholders within 28 days (or such longer period as may be agreed between Taliesin and the Panel) of this Announcement; or (iii) the Scheme or Offer lapses or is withdrawn and no new, revised or replacement Scheme or Offer is announced by the Bidcos in accordance with Rule 2.7 of the Code in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time. The undertakings will remain binding in the event that a higher competing offer for Taliesin is made. Further details of these irrevocable undertakings are set out in Appendix 3 to this Announcement. 7. Information relating to Blackstone and the Bidcos Blackstone is one of the world s leading investment firms. Blackstone seeks to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. Blackstone does this by using extraordinary people and flexible capital to help companies solve problems. Its asset management businesses, with over $385 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. In June 2007, Blackstone completed its initial public offering on the New York Stock Exchange and trades under the symbol BX. Information about Blackstone, including certain ownership, governance, and financial information, is disclosed in Blackstone's periodic filings with the U.S. Securities and Exchange Commission ( SEC ), which can be obtained from Blackstone s website at or the SEC s website at Follow Blackstone on 14

17 The Blackstone Real Estate group was established in 1991 and is the largest private equity real estate investment manager in the world today with over $111 billion of investor capital under management through its opportunistic, core+, and debt strategy businesses. Bidco 1 is a limited company registered in Jersey and incorporated on 12 June Bidco 1 was formed for the purposes of the Acquisition and is an entity owned by funds advised by affiliates of Blackstone and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition. Bidco 2 is a limited company registered in Jersey and incorporated on 12 June Bidco 2 was formed for the purposes of the Acquisition and is an entity owned by funds advised by affiliates of Blackstone and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition. 8. Information relating to Taliesin Taliesin is incorporated in Jersey as a public company under the Companies Law and a closed-ended collective investment unclassified fund under the Collective Investment Funds (Jersey) Law 1988 (as amended). Taliesin s main country of operation is Germany and the Taliesin Shares have been admitted to trading on AIM since The Investment Managers have been appointed by Taliesin to provide investment advisory services to it in connection with its investments. Taliesin is principally engaged in selective investing in primarily residential property in Berlin, Dresden and Potsdam with its operations focused on management of properties held for rent and privatisation. Taliesin s investment properties consist of 62 multi-tenant buildings with a total of more than 1,500 rental units. Taliesin s property portfolio is held through intermediate holding companies and local special purpose vehicles. They are administered by Taliesin Deutschland, a Berlin-based subsidiary of Taliesin Management Limited, one of the Investment Managers. Day-to-day property management is outsourced and undertaken by Core ImmobilienManagement GmbH, a local property management specialist, under the supervision of Taliesin Deutschland GmbH. As at 30 June 2017, Taliesin s property portfolio was valued at 359.7m or 3,070 per square metre. The Scheme Document will contain an updated portfolio valuation reported on in accordance with Rule 29 of the Code. 9. Financing The cash consideration payable by the Bidcos under the terms of the Acquisition will be funded from equity to be invested by Blackstone Funds. Lazard is satisfied that sufficient resources are available to the Bidcos to satisfy in full the cash consideration payable to the Taliesin Shareholders under the terms of the Scheme. 10. Further terms 15

18 If any dividend or other distribution or return of value is authorised, declared, made or paid in respect of the Scheme Shares on or after the date of this Announcement and prior to the Effective Date, the Bidcos will be entitled to reduce the Offer Price by the amount of any such dividend, other distribution or return of value. 11. ZDP Shares Taliesin has in issue zero dividend preference shares of no par value which are listed on the Main Market of the London Stock Exchange (the "ZDP Shares"). The ZDP Shares carry no rights to receive dividends out of the revenue or any other profits of Taliesin and are required to be redeemed by Taliesin on or within 14 days before 30 September Upon the Acquisition becoming Effective, Taliesin is required under the Articles to initiate a process of offering an early repurchase of the ZDP Shares in accordance with the provisions set out in the Articles. The holders of the ZDP Shares may either accept or reject such buyback offer. Full details of the terms of the buyback offer and relevant documentation will be sent to holders of ZDP Shares following the Scheme becoming effective. 12. Investment Managers and Sophia Taliesin Management Limited and JJ Investment Management Limited (the "Investment Managers") act as investment advisers to Taliesin pursuant to investment advisory agreements. The Bidcos have entered into a Share Purchase Agreement with Mark Smith and certain other sellers whereby the Investment Managers will be sold to the Bidcos (the "IM Transaction"). Subject to the Acquisition becoming Effective, it is anticipated that completion of the IM Transaction will occur immediately following the Acquisition becoming Effective. If the Acquisition does not become Effective, the IM Transaction will not occur. The consideration payable by Bidcos in respect of the IM Transaction will be 18 million, after taking into account the proceeds attributable to the Taliesin Shares held by the Investment Managers which will be transferred to the Bidcos on the Effective Date. For the purposes of Rule 16 of the Code, Rothschild has confirmed that, in its opinion, the terms of the IM Transaction are fair and reasonable so far as Independent Taliesin Shareholders are concerned. The IM Transaction is subject to the approval of Independent Taliesin Shareholders in accordance with Rule 16 of the Code. Bidco 1 has entered into a share purchase agreement with JTC Trustees Limited whereby Sophia Holdings Limited, an indirect holder of approximately 6 per cent. of Taliesin Holdings Limited (a subsidiary of Taliesin) will be sold to Bidco 1 (the "Sophia Transaction"). Subject to the Acquisition becoming Effective, it is anticipated that completion of the Sophia Transaction will occur upon completion of the Acquisition. If the Acquisition does not become Effective, the Sophia Transaction will not occur. The consideration payable by Bidco 1 in respect of the Sophia Transaction will be Management and employees The Bidcos are acquiring the Investment Managers to ensure that they will have control over the investment management of the assets of Taliesin following the Acquisition becoming Effective. Taliesin itself has no employees. 16