Placing to Fund Attractive Investments
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, JERSEY OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
Issued on behalf of the Company
12 March 2013
BRITISH LAND ANNOUNCES A PLACING OF UP TO 89.7 MILLION NEW ORDINARY SHARES TO FUND ATTRACTIVE INVESTMENT OPPORTUNITIES
The British Land Company PLC (the "Company" or "British Land") announces today its intention to place up to 89,674,604 new ordinary shares in the Company (the "Placing Shares"), representing approximately 9.99% of British Land's existing issued share capital, with both existing and new institutional investors (the "Placing").
Highlights
· Placing to raise approximately £500 million to fund attractive investment opportunities, including £213 million of recent acquisitions with a further £150 million in advanced negotiation, and a growing pipeline of opportunities
· Expected to enhance future growth in earnings and returns, and to be earnings accretive on an annualised basis within 12 months, following investment
· £472 million disposal of Ropemaker Place ("Ropemaker") completes an active year of recycling; proceeds to be reinvested into London-focused committed development programme
· Excellent track record of delivering value from disciplined investment activity; over the last three years acquisitions and developments delivered 16% unlevered IRR1
Background to and Reasons for the Placing
British Land has a strong track record of growing returns through accretive investment and development activity. In recent months, the Company has completed £213 million of acquisitions, and it has a significant pipeline of identified opportunities in its core sectors in London and the South East. The Company believes that this Placing will provide it with additional investment capacity, enabling it to capitalise upon its scale and financial strength to drive future growth in earnings and returns.
During the current financial year, British Land has undertaken approximately £1.5 billion of gross investment activity (including disposals), enhancing the future growth prospects of the portfolio. The Company has announced £750 million of disposals at an average net initial yield of 5.3% and at an overall premium to book value. At the same time, the Company has completed £490 million of acquisitions, including a number of development opportunities at an average net initial yield on the income producing assets of 6.3%. It has also invested £300 million in its London-focused committed development programme, which has an expected average yield on cost of 8.5%2.
This activity continues British Land's successful track record over the last three years. In the three years to September 2012, British Land committed over £2.0 billion of investment to acquisitions and developments, delivering an unlevered IRR of 16%1. This blended return comprises an unlevered IRR of 30%3 on committed developments and 9%4 on acquisitions, with further upside to come as asset management initiatives are progressed.
The Company will continue to seek to recycle capital from mature assets into growth enhancing investments, but it believes that the proposed Placing will provide it with additional investment capacity to take advantage of an increased flow of investment opportunities.
In recent months, the Company has seen a clear acceleration in the flow of opportunities in its core sectors. Many of these opportunities are being driven by structural changes, as institutions reconfigure their property holdings and smaller competitors look to exit the UK market. In addition, the Company believes that vendors are showing an increasing realism around values, with access to finance continuing to constrain many buyers. These factors have been important features behind many of the Company's recent acquisitions, such as the Clarges Estate in Mayfair and Wereldhave's London portfolio. In both cases, the Company demonstrated patience and discipline when deploying capital, and was able to take advantage of its scale and financial strength to provide sellers with increased execution certainty.
In line with its rigorous approach to investment, the Company targets acquisitions which are accretive to overall portfolio returns, with the potential to deliver a high single-digit unlevered IRR on standing investments; and a low double-digit unlevered IRR on development projects. British Land's scale, access to finance, extensive relationships and expertise in planning, asset management and deal execution place the Company in a strong position to continue to source attractive acquisitions and to deliver superior total returns for shareholders.
Ropemaker Disposal
The £472 million disposal of Ropemaker, representing a 5.0% net initial yield (topped-up for rent frees), is in line with the Company's strategy of recycling capital and balancing its London portfolio between the West End and City markets. The transaction generates £461 million of net proceeds (1.4% above September 2012 book value), which will be reinvested into the Company's committed London-focused development programme.
The Ropemaker disposal will reduce pro forma earnings per share by approximately 1 pence5 in the financial year to March 2014 and will have a neutral impact on NAV, taking into account the impact of terminating related swap transactions.
Use of Placing Proceeds
The proceeds of the Placing will be used to fund investment opportunities, with a focus on the Company's core sectors in London and the South East, primarily office, retail and mixed-use schemes6.
In recent months, the Company has completed £213 million of acquisitions, including £180 million for the Wereldhave portfolio and £33 million for The Hempel hotel in London, which is adjacent to an existing British Land site and which together create a potential £125 million residential development scheme. In addition, the Company has a further £150 million of acquisitions in an advanced stage of negotiation, many of which have the potential to create incremental value through synergies with existing British Land assets.
The remainder of the proceeds of the Placing will be invested in the Company's substantial pipeline of further acquisition opportunities, many of which have been monitored for some time, as well as potentially to some of the identified, but uncommitted development opportunities within the existing portfolio, which are concentrated in London, and currently stand at approximately £250 million. The Company will remain selective and disciplined around the deployment of capital, with strict investment criteria focused on risk-adjusted returns.
Financial Effects
On a pro forma basis as at September 2012, taking into account the Placing and investment activity since that date and including the disposal of Ropemaker, British Land's Loan to Value ratio will reduce to 41%7, providing the Company with significant capacity for further investment.
The Placing is expected to be accretive to earnings per share on an annualised basis within 12 months (after the disposal of Ropemaker)8, as the proceeds are deployed.
The Company expects that the acquisitions and developments which it intends to fund with the proceeds will enhance the growth profile of the portfolio and drive growth in earnings and returns over time.
Current Trading
The Company published its Interim Management Statement in respect of the period to 31 December 2012 on 29 January 2013, which demonstrated a continued robust operational performance, reflecting the quality and strength of its portfolio. The Company is of the view that there has been no material change to the operational performance or outlook for the business since that date.
Details of the Placing
Morgan Stanley Securities Limited and Morgan Stanley & Co. International plc ("Morgan Stanley") and UBS Limited ("UBS") are acting as Joint Bookrunners and Corporate Brokers and Goldman Sachs International ("Goldman Sachs") is acting as Joint Bookrunner (the "Bookrunners") in connection with the Placing.
The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the "Announcement"). The Bookrunners will today commence a bookbuilding process in respect of the Placing (the "Bookbuilding Process"). The price per ordinary share at which the Placing Shares are to be placed (the "Placing Price") will be decided at the close of the Bookbuilding Process. The book will open with immediate effect following this Announcement. The timing of the closing of the book, pricing and allocations are at the discretion of the Bookrunners and the Company. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. If all the Placing Shares are placed, it would represent an increase of approximately 9.99% of the current issued ordinary share capital of the Company.
Application will be made for the Placing Shares to be admitted to the premium listing segment of the Official List (the "Official List") of the Financial Services Authority (the "FSA") and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. on 15 March 2013. The Placing is conditional, among other things, upon Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company and the Bookrunners (the "Placing Agreement") not being terminated. The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important notices" section of this Announcement.
1. IRRs calculated to September 2012, based on external valuations as at that date, with acquisition costs spread over a five year hold period on standing investments
2. Based on September 2012 external valuation assumptions, with finance costs at 4% and site value at commitment date
3. Returns in the three years to September 2012 on £750 million development commitments in the period at sites already held within the portfolio
4. Returns on £1.3 billion assets acquired (including development opportunities and associated development commitments) in the three years to September 2012 with acquisition costs spread over a five year hold period on standing investments
5. Assumes marginal cost of finance of 1.5%
6. Initially the proceeds will be used to repay revolving bank borrowings including amounts drawn related to recent acquisitions
7. Proportionally consolidated LTV
8. Threshold for earnings per share neutrality is c.£250 million of acquisitions at illustrative net initial yield of 5.5% based on a Placing Price of 584.5p (being the closing price of a British Land ordinary share on the London Stock Exchange on 8 March 2013)and a marginal cost of finance of 1.5%
Investor Conference Call
British Land will host a conference call at 8.30am today, 12 March 2013. The details for the conference call are as follows:
UK Toll Free Number: 0800 279 4841
UK Number: 020 7784 1036
Passcode: 3011548
A dial in replay will be available later in the day and the details are:
Replay number: 0800 358 7735
UK Number: 020 3427 0598
Passcode: 3011548
For further information, please contact:
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British Land |
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Investor Relations |
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Sally Jones |
020 7467 2942 |
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Media |
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Pip Wood |
020 7467 2838 |
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Morgan Stanley |
020 7425 8000 |
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Jonathan Lane Nick White Bill Hutchings |
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UBS |
020 7567 8000 |
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Simon Warshaw Tim Waddell Christopher Smith |
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Goldman Sachs |
020 7774 1000 |
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Anthony Gutman Philip Shelley David Matheson |
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Finsbury Group |
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Gordon Simpson Guy Lamming |
020 7251 3801 |
Notes to Editors
About the Company
British Land is one of Europe's largest Real Estate Investment Trusts (REITs) with total assets, owned or managed, of £16.3 billion (British Land share £10.4 billion), as valued at 30 September 2012. Through our property and finance expertise we attract experienced partners to create properties and environments which are home to over 1,000 different organisations and receive over 300 million visits each year. Our property portfolio is focused on prime retail locations and Central London offices which attract high quality occupiers committed to long leases. Our UK occupancy rate of 97.7% and average lease length to first break of 11 years are among the highest of the major UK REITs.
Retail assets account for 60% of our portfolio with around 28 million sq ft of retail space across 82 retail parks, 92 superstores, 13 shopping centres and 9 department stores. The retail portfolio is modern, flexible and adaptable to a wide range of formats and our active asset management delivers space which is attractive and meets the needs of both retailers and consumers. 80% of our retail parks have open A1 consent.
London offices, located in the City and West End, comprise 35% of the portfolio (which will rise to an estimated 40% on completion of current developments). Our 7 million sq ft of high quality offices includes Broadgate, the premier City office campus (50% share) and Regent's Place in the West End. Over the last 2 years, we have committed £1.2 billion to create Central London's largest committed office development programme which will deliver 2.3 million sq ft of high quality space by 2014, including a 700,000 sq ft building at 5 Broadgate, the 610,000 sq ft Leadenhall Building in London's insurance district and a 500,000 sq ft mixed office and residential scheme at Regent's Place in the West End.
Managing our environmental, economic and social impacts is central to the way we do business and deliver value for our shareholders. We assess the issues that matter most to us and our stakeholders on an on-going basis and, where appropriate, adjust our strategic focus to reflect this. We focus on managing our buildings efficiently, supporting communities, developing sustainable buildings and engaging our staff. For each of these priorities we are targeting our efforts and resources at initiatives where we can achieve the biggest impacts.
Further details can be found on the British Land website at www.britishland.com.
Disclaimer
This Announcement is for information only and, save as expressly set out herein, does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United Kingdom, the United States, Australia, Canada, Japan, Jersey or South Africa. Persons needing advice should consult an independent financial adviser.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
Each Bookrunner is acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing.
The distribution of this Announcement and the placing of the Placing Shares as set out in this Announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunners to inform themselves about, and to observe, such restrictions.
This announcement contains forward-looking statements. These statements are subject to a number of risks and uncertainties and actual results, and events could differ materially from those currently being anticipated as reflected in such forward-looking statements. The terms "expect", "should be", "will be" and similar expressions identify forward-looking statements. Factors which may cause future outcomes to differ from those foreseen in forward-looking statements include, but are not limited to: general economic and business conditions; demand for the Company's products and services; competitive factors in the industries in which the Company operates; exchange rate fluctuations; legislative, fiscal and regulatory developments; political risks; terrorism, acts of war and pandemics; changes in law and legal interpretations affecting the Company's intellectual property rights and internet communications; and the impact of technological change. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and neither the Company nor the Bookrunners assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.
Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the "Placees"), will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:
(a) it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(b) it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion, and that it (and any such account) is outside the United States and is acquiring the Placing Shares in an "offshore transaction" in accordance with Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"); and
(c) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to each such proposed offer or resale.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.
The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. Any offering to be made in the United States will be made to a limited number of qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, Jersey or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, Jersey, South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
Details of the Placing Agreement and the Placing Shares
Goldman Sachs, Morgan Stanley and UBS (together, the "Bookrunners") have entered into a placing agreement (the "Placing Agreement") with the Company under which they have agreed as agents for the Company to use their respective reasonable endeavours to procure Placees to take up the Placing Shares, on the terms and subject to the conditions set out therein. Subject to the execution of a terms of subscription setting out the final number of Placing Shares and the final Placing Prices (as defined below) following completion of the Bookbuild (as defined below) (the "Terms of Subscription"), if any such Placee defaults in paying the Placing Price in respect of any Placing Shares allotted to it, the Bookrunners have severally (and not jointly or jointly and severally) agreed to acquire such shares, and the Company has agreed to allot or issue, as applicable, such shares to the Bookrunners at the Placing Price, on and subject to the terms set out in the Placing Agreement.
The new ordinary shares in the Company to be issued in the Placing ("Placing Shares") will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 25 pence per share in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.
Application for listing and admission to trading
Application will be made to the Financial Services Authority (the "FSA") for admission of the Placing Shares to the Official List of the UK Listing Authority and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities.
It is expected that Admission of the Placing Shares will become effective at or around 8.00a.m. on 15 March 2013 and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunners are arranging the Placing severally and not jointly or jointly and severally as Bookrunners and agents of the Company. Participation will only be available to persons who may lawfully be, and are, invited to participate by any of the Bookrunners. Each of the Bookrunners and their respective affiliates are entitled to enter bids as principal in the Bookbuild.
2. The allotment and issue of the Placing Shares to Placees by the Company will be in consideration of the transfer to the Company by Morgan Stanley of shares in a Jersey incorporated company, pursuant to a subscription and transfer agreement entered into between Morgan Stanley, the Company and the Jersey company. The consideration from the Company for the transfer of the shares in the Jersey incorporated company will be a price equal to the product of the Placing Price (as defined below) and the number of Placing Shares, which price will be satisfied by the issue of the Placing Shares by the Company to the Placees.
3. The Bookbuild will establish a single price payable in respect of the Placing Shares (the "Placing Price") to the Bookrunners by all Placees whose bids are successful. The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Bookrunners and the Company following completion of the Bookbuild and any discount to the market price of the Ordinary Shares will be determined in accordance with the listing rules of the UK Listing Authority. The Placing Price and the number of Placing Shares to be issued will be announced on a Regulatory Information Service following the completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at one of the Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price ultimately established by the Company and the Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Bookrunners on the basis referred to in paragraph 8 below.
5. The Bookbuild is expected to close no later than 16:30 p.m. (London time) on 12 March 2013 but may be closed earlier or later at the discretion of the Bookrunners. The Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
6. Each Placee's allocation will be confirmed to Placees orally by the relevant Bookrunner following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Bookrunner's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bookrunner and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's corporate documents.
7. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued and the price at which the Placing Shares have been placed.
8. Subject to paragraphs 4 and 5 above, the Bookrunners will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares.
9. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bookrunner, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire. Each Placee's obligations will be owed to the relevant Bookrunner.
10. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law, neither the Bookrunners, the Company nor any of their respective affiliates shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Bookrunners, the Company nor any of their respective affiliates shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Bookrunners, their respective affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:
(a) Admission of the Placing Shares occurring at or before 8:00a.m. London time on 15 March 2013 (or such other time and/or date as the Bookrunners may agree)(the "Closing Date");
(b) the representations, warranties and agreements contained in the Placing Agreement being true, accurate and complete on and as of the date of the Placing Agreement and the Closing Date;
(c) the Company having complied with all of the agreements and undertakings and satisfied or performed all of the conditions and obligations on its part to be performed or satisfied under the Placing Agreement on or before the Closing Date;
(d) the execution and delivery of the Terms of Subscription;
(e) the publication of the results of the Placing on a Regulatory Information Service immediately following the execution of the Terms of Subscription; and
(f) the Company allotting and/or issuing, as applicable, subject only to Admission, the relevant Placing Shares in accordance with the Placing Agreement.
If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Bookrunners by the respective time or date where specified (or such later time or date as the Company and the Bookrunners may agree) or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.
The Bookrunners may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the above conditions relating, inter alia, to Admission taking place and the Company allotting and/or issuing, as applicable, the relevant Placing Shares may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of the Bookrunners shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunners.
Right to terminate under the Placing Agreement
The Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including, inter alia: any breach of the representations and warranties given in the Placing Agreement or any failure to perform any of the Company's undertakings or agreements in the Placing Agreement by the times specified therein; any material adverse change, or any development reasonably likely to result in, a material adverse change, in the condition or prospects of the Company and its subsidiaries (the "Group") taken as a whole; or the occurrence of a suspension or material limitation in the trading in any securities of the Company or a banking moratorium declared by the United States or United Kingdom which in the opinion of the Bookrunners, would make it impracticable or inadvisable to proceed with the Placing.
By participating in the Placing, Placees agree that the exercise by any Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Bookrunner and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.
Lock-up
The Company has undertaken to the Bookrunners that, between the date of the Placing Agreement and the date which is 90 days later, it will not, without the prior written consent of the Bookrunners, (a) directly or indirectly issue, offer, pledge, sell, contract to issue or sell, issue or sell any option or contract to purchase, purchase any option or contract to issue or sell, grant any option, right or warrant to purchase, deposit into any depositary receipt facility or otherwise transfer of dispose of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or any other interest therein or (b) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Ordinary Shares, whether any such swap or transaction described in (a) or (b) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise provided that the foregoing shall not prevent or restrict, amongst other things, the grant of options, or the allotment and issue of shares pursuant to options, under any existing employee share schemes of the Company.
No Prospectus
No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Placing.
Placees' commitments will be made solely on the basis of the information contained in this Announcement. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Bookrunners or any other person and none of the Bookrunners or the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB0001367019) following Admission will take place within the CREST system. Subject to certain exceptions, the Bookrunners and the Company reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with the relevant Bookrunner stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Bookrunner.
It is expected that settlement will be on 15 March 2013 in accordance with the instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunners' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person acting on such Placee's behalf):
1 represents and warrants that it has read this Announcement, including the Appendix, in its entirety;
2 acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;
3 acknowledges that none of the Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided, nor will provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Bookrunners, the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;
4 acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of the Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that such Placee deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Bookrunners or the Company nor any of their respective affiliates and none of the Bookrunners or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company and the Group in deciding to participate in the Placing;
5 acknowledges that none of the Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any publicly available or filed information or any information, representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
6 represents and warrants that it is not, and at the time the Placing Shares are acquired will not be, located in the United States or a resident of Australia, Canada, Japan, Jersey or South Africa, and each of it and the beneficial owner of the Placing Shares is not a resident of Australia, Canada, Japan, Jersey or South Africa, and, at the time the Placing Shares are acquired, (i) will be acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, (ii) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Placing Shares, (iii) will not look to the Bookrunners for all or part of any such loss it may suffer, (iv) is able to bear the economic risk of an investment in the Placing Shares, (v) is able to sustain a complete loss of an investment in the Placing Shares and (vi) has no need for liquidity with respect to its investment in the Placing Shares;
7 acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, Canada, Japan, Jersey or South Africa and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, within those jurisdictions;
8 unless otherwise specifically agreed with the Bookrunners, represents and warrants that it is, or at the time the Placing Shares are acquired that it will be, the beneficial owner of such Placing Shares, or that the beneficial owner of such Placing Shares is not a resident of Australia, Canada, Japan, Jersey or South Africa;
9 represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
10 represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
11 if a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to the offer or resale;
12 represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");
13 represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive;
14 represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
15 represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
16 represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations;
17 undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Bookrunners may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares;
18 acknowledges that none of the Bookrunners, nor any of their respective affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of any Bookrunner and that the Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
19 undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Bookrunners or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Bookrunners on an after-tax basis in respect of any Indemnified Taxes;
20 acknowledges that any agreements entered into by it pursuant to these terms and conditions, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or the Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
21 agrees that the Company, the Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Bookrunners on their own behalf and on behalf of the Company and are irrevocable;
22 agrees to indemnify on an after tax basis and hold the Company, the Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
23 represents and warrants that it has neither received nor relied on any inside information concerning the Company in accepting this invitation to participate in the Placing; and
24 if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations.
The agreement to settle a Placee's acquisition of Placing Shares (and/or the acquisition by a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Bookrunners will be responsible and the Placees shall indemnify the Company and the Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Bookrunners accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that the Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Bookrunner or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with a Bookrunner, any money held in an account with such Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from such Bookrunner's money in accordance with the client money rules and will be used by such Bookrunner in the course of its own business and the Placee will rank only as a general creditor of such Bookrunner.
All times and dates in this Announcement may be subject to amendment. The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act.
This information is provided by RNS
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