Placing and Open Offer

RNS Number : 4543V

London & Stamford Property Ltd

10 July 2009

 



THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR NEW ZEALAND OR TO US PERSONS. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR NEW ZEALAND.

10 July 2009

London & Stamford Property Limited 

('LSP' or 'the Company')

PLACING AND OPEN OFFER TO RAISE £225.8 MILLION

LSP (AIM: LSP), a closed-ended investment company incorporated in Guernsey, is pleased to announce that it proposes to raise gross proceeds of £225.8 million (approximately £219.5 million net of expenses) through the issue of 215.0 million New Ordinary Shares by way of a Placing and Open Offer at a price of 105p per New Ordinary Share. The Placing and Open Offer is being carried out to provide further capital for the Company to continue to take advantage of opportunities in the UK property market.  The Placing and Open Offer has been fully underwritten by KBC Peel Hunt.

LSP will shortly publish a Prospectus in connection with the Placing and Open Offer.  KBC Peel Hunt is acting as Nominated Adviser, Broker and Underwriter to LSP in relation to the Placing and Open Offer. 

SUMMARY

Under the Placing and Open Offer, LSP intends to issue 215.0 million New Ordinary Shares, comprising:

72.5 million Firm Placed Shares (representing gross proceeds of £76.1 million), pursuant to the Firm Placing, which have been conditionally placed with institutional and other investors by KBC Peel Hunt and are not subject to clawback; and

142.5 million Open Offer Shares (representing gross proceeds of £149.6 million) to be made available to Qualifying Shareholders pursuant to the Open Offer, which have been conditionally placed with institutional and other investors by KBC Peel Hunt, subject to clawback.

The Placing and Open Offer has been fully underwritten by KBC Peel Hunt subject to and in accordance with the terms of the Underwriting Agreement.

The Issue Price is 105p, representing a discount of 13.75p (11.6 per cent.) to the closing mid market price of 118.75p per Ordinary Share prevailing on the London Stock Exchange on 9 July 2009 (the last business day prior to the issue of this announcement), and a premium of 2.7p (2.6 per cent.) to the last reported NAV per Ordinary Share of 102.3p as at 31 March 2009.

Under the Open Offer, Qualifying Shareholders have the right to subscribe for their pro rata entitlement of Open Offer Shares on the basis of one Open Offer Share for every two Existing Ordinary Shares.

The Board has committed to subscribe for 3,823,727 shares under the Placing and Open Offer.

The Placing and Open Offer is being carried out to provide further capital for LSP in order to continue to exploit market weakness and take advantage of high quality deal flow.

The difficult economic conditions, restricted availability of financing and weakness in the UK property market following a sustained period of rising values and plentiful availability of debt has created opportunities to acquire property assets at attractive yields.

LSP's senior management have a proven track record of anticipating UK property cycles whilst creating, building and exiting property vehicles which have delivered above-market returns to shareholders. Recent acquisitions have demonstrated LSP's ability to invest in high quality real estate assets generating high cash on equity returns.

To reflect the increased size and scope of the business, the Directors will consider applying to move the Company to the Main Market of the London Stock Exchange and convert into a UK Real Estate Investment Trust (REIT) as and when the appropriate requirements are satisfied and subject to the Directors' assessment of the benefits at the time.

It is expected that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 30 July 2009.

Raymond Mould, the Non-Executive Chairman of LSP, said: 

'This fundraising, which has been heavily oversubscribed, is essential to maintain London & Stamford's acquisition capability, enabling us to continue to create value for our shareholders through the acquisition of high quality assets on attractive terms.  We have demonstrated our ability to acquire prime property at high cash on equity returns. These additional funds give us further firepower to take advantage of the exceptional buying opportunities available.'

For further information contact:
London & Stamford Property Limited	Tel: [phone]
Mandy Trotter, Butterfield Fulcrum Group (Guernsey) Ltd Company Secretary
KBC Peel Hunt Ltd (Nominated Adviser, Broker & Underwriter)	Tel: [phone]
Capel Irwin / David Anderson / Anthony Bell (Corporate Finance) Marianne Woods / Nicholas Marren (Corporate Broking)
Kreab Gavin Anderson	Tel: [phone]
Richard Constant / James Benjamin / Anthony Hughes

The summary above should be read in conjunction with the full text of the following announcement.

Notes:

LSP is a closed-ended investment company incorporated in October 2007 in order to exploit opportunities that it anticipated in the UK property cycle. The Company invests in commercial property, including office, retail and industrial real estate assets, principally in the UK, and has a Property Portfolio comprising of thirteen investments, all of which are located in the UK.

LSI Management provides the Company with investment advisory and property management services and is authorised by the FSA to carry out certain regulated activities. LSI Management has a highly experienced Management Team, whose principal members are Raymond Mould, Patrick Vaughan, Martin McGann, Stewart Little and Jeremy Bishop. Raymond Mould, Patrick Vaughan and Martin McGann are also on the Board of the Company.

LSP is listed on AIM (LSP.L). Further information on LSP is available from the Company's website
 www.londonandstamford.com.

KBC Peel Hunt Ltd, which is regulated by the FSA, is acting as Nominated Adviser, Broker and Underwriter for the Company and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to clients of KBC Peel Hunt or for providing advice in relation to the Placing and Open Offer, Admission or any other arrangements referred to herein.

This announcement has been issued by, and is the sole responsibility of, LSP. Apart from the responsibilities and liabilities, if any, which may be imposed by FSMA, KBC Peel Hunt nor any of its affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings or any of its respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement or as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions. 

Important notice:

This announcement does not constitute an offer to sell or an invitation or solicitation to purchase or subscribe for any securities. The Placing and Open Offer will be made solely by the Prospectus which will contain the full terms and conditions of the Placing and Open Offer, including details of how the Placing and Open Offer may be accepted. Any acceptance or other response in relation to the Placing and Open Offer should be made only on the basis of the information contained in the Prospectus.

The making of the Placing and Open Offer in jurisdictions outside the United Kingdom or to Overseas Shareholders or to nominees of or trustees for Overseas Shareholders may be prohibited or affected by the laws or regulatory requirements of the relevant overseas jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions. Any such Overseas Shareholder will be responsible for payment of any such issue, transfer or other taxes, duties or other requisite payments due in such jurisdiction by whomsoever payable.

Any New Ordinary Shares issued or to be issued pursuant to the Prospectus have not been and will not be registered under the US Securities Act, or any relevant securities laws of any state of the United States. Subject to certain exceptions, such New Ordinary Shares may not be offered, sold or delivered in the United States or to or for the account or benefit of U.S. persons, as such terms are defined in Regulation S under the US Securities Act.

Forward-looking statements:

This announcement includes statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'plans', 'anticipates', 'targets', 'aims', 'continues', 'projects', 'assumes', 'expects', 'intends', 'may', 'will', 'would' or 'should', or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and speak only as at the date of this announcement.

They appear in a number of places throughout this announcement and include statements regarding the Directors', the Company's and the Group's intentions, beliefs or current expectations concerning, among other things, the Group's result of operations, financial condition, liquidity, prospects, growth strategies and the industry in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position of the Group, earnings, financial position, cash flows, return on capital, cash on equity returns, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this announcement.

Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. However, these forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved.

Not for release, publication or distribution in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or to US persons. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, New Zealand, South African or Japanese securities laws.

PLACING AND OPEN OFFER TO RAISE £225.8 MILLION

INTRODUCTION

The Company is pleased to announce that it proposes to raise approximately £225.8 million (approximately £219.5 million net of expenses) by way of a Placing and Open Offer at a price of 105p per New Ordinary Share.  The Placing and Open Offer is being carried out to provide further capital for the Company to continue to take advantage of opportunities in the UK property market, and has been fully underwritten by KBC Peel Hunt.  The Directors believe that the Group is particularly well positioned to take advantage of the current opportunities in the market because:

• LSP's senior management have a proven track record of anticipating UK property cycles whilst creating, building and exiting property vehicles which have delivered above-market returns to shareholders;

• recent acquisitions have demonstrated LSP's ability to invest in high quality real estate assets with high cash on equity returns; and

• LSP has the experience, knowledge, contacts and skills to identify good acquisition opportunities, actively manage these properties to add value, and realise that value when appropriate.

The Placing and Open Offer will involve the issue of 215.0 million New Ordinary Shares at the Issue Price of 105p per New Ordinary Share representing a discount of 13.75p (11.6 per cent.) to the closing mid market price of 118.75p per Ordinary Share prevailing on the London Stock Exchange on 9 July 2009 (the last business day prior to the issue of this announcement), and a premium of 2.7p (2.6 per cent.) to the last reported NAV per Ordinary Share of 102.3p as at 31 March 2009. Qualifying Shareholders have the right to subscribe for their pro rata entitlement of Open Offer Shares in accordance with the terms of the Open Offer on the basis of:

1 Open Offer Share for every 2 Existing Ordinary Shares

KBC Peel Hunt, as agent for the Company, has made arrangements to place the Open Offer Shares and the Firm Placed Shares conditionally with institutional and other investors at the Issue Price. The Open Offer Shares have been placed subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Firm Placed Shares are not subject to clawback and do not form part of the Open Offer.  

REASONS FOR THE FUNDRAISING AND USE OF PROCEEDS

UK commercial property values have fallen substantially since their peak in the summer of 2007 and many industry analysts now believe commercial property yields are at or are nearing their peak in certain sectors where income is secure and long term. The Directors believe that in time yields will fall again, and that the current environment therefore provides an opportunity to acquire investment properties on attractive terms. The Property Adviser has considerable expertise in sourcing suitable transactions, as demonstrated by LSP's investments to date in 2009, and the Directors believe that there are, and will continue to be, opportunities to make a number of further investments while market conditions remain beneficial.

Since admission to AIM in November 2007, Company has made five investments, in which it has committed £146.2 million of equity. LSP still has £87.4 million equity remaining, but in order to take advantage of the current market conditions and finance investments beyond this limit, the Directors are proposing a fundraising to provide further capital for the Company. It is anticipated that the net proceeds of the Placing and Open Offer will be used entirely for property investment purposes.

The Directors consider the Placing and Open Offer to be a suitable fundraising structure. Whilst offering pre-emption rights is not a legal requirement of companies registered in Guernsey, the Board recognises the importance of allowing Shareholders to participate in this fundraising, and as a result, 66.3 per cent. of the New Ordinary Shares are being placed subject to clawback under the Open Offer. However, the Directors also recognise that a firm placing is attractive to new investors, which is important for generating demand for the issue given the size of the fundraising relative to the capitalisation of the Company and therefore 33.7 per cent. of the New Ordinary Shares will be placed under the Firm Placing and not under the Open Offer.

PORTFOLIO 

The Group's Property Portfolio comprises thirteen investments, all of which are located in the UK with a total value of £434.5 million. Ten of these investment properties were independently valued at 30 June 2009 at £428.0m, and the three other investment sites were valued by the Directors at £6.5 million at 31 March 2009. The Property Portfolio includes retail, office, business space and other real estate assets.

PRINCIPAL DETAILS OF THE PLACING AND OPEN OFFER

(i)     Placing and Open Offer

The Company is proposing to raise approximately 225.8 million, before expenses, by way of a Placing and Open Offer of 215.0 million New Ordinary Shares at the Issue Price of 105p per New Ordinary Share.  The New Ordinary Shares will represent 43.0 per cent. of the Enlarged Issued Share Capital. The New Ordinary Shares have been placed by KBC Peel Hunt with institutional and other investors, 33.7 per cent. firm, 61.1 per cent. subject to clawback to satisfy valid applications from Qualifying Shareholders under the Open Offer and 5.2 per cent. subject to undertakings from Qualifying Shareholders to take up their Open Offer Entitlements.  The Firm Placed Shares are not subject to clawback and do not form part of the Open Offer. The Placing and Open Offer has been fully underwritten by KBC Peel Hunt, subject to the conditions set out in the Underwriting Agreement.  

Qualifying Shareholders are being given the opportunity to subscribe under the Open Offer for New Ordinary Shares at the Issue Price payable in full on application and free of expenses, pro rata to their existing holdings of Existing Ordinary Shares, on the following basis:

1 New Ordinary Share for every 2 Existing Ordinary Shares

held by them and registered in their names on the Record Date and so in proportion to any other number of Existing Ordinary Shares then held, rounded down to the nearest whole number of New Ordinary Shares.

Fractions representing New Ordinary Shares which would otherwise have arisen will not be allotted to Qualifying Shareholders but will be aggregated and included in the Open Offer Placing with the proceeds being retained for the benefit of the Company. Accordingly, Qualifying Shareholders holding fewer than two Existing Ordinary Shares will have no entitlement to subscribe under the Open Offer for New Ordinary Shares. Qualifying Shareholders may apply for any whole number of New Ordinary Shares up to and including their Open Offer Entitlements. Applications by Qualifying Shareholders will be satisfied in full up to the amount of their individual Open Offer Entitlement.

No application in excess of the pro rata Open Offer Entitlements of Qualifying Shareholders will be met under the Open Offer and any Qualifying Shareholder so applying will be deemed to have applied for their maximum Open Offer Entitlement.

The Open Offer is not a 'rights issue'. Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims. The Application Form is not a document of title and cannot be traded. Qualifying Shareholders should be aware that, in the Open Offer, unlike in the case of a rights issue, any New Ordinary Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of Qualifying Shareholders.

(ii)     General

The Placing and Open Offer is conditional, inter alia, on the following:

(a) the Underwriting Agreement having become unconditional, other than in relation to Admission; and

(b) Admission becoming effective on or before 9.00 a.m. on 30 July 2009 (or such later date and/or time as the Company and KBC may agree, being no later than 14 August 2009).

It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence by 8.00 a.m. on 30 July 2009. The latest time and date for acceptance and payment in full for the New Ordinary Shares is 11.00 a.m. on 24 July 2009.

(iii)    Irrevocable undertakings and Directors take-up

The Company has received irrevocable undertakings from certain Qualifying Shareholders (other than the Directors) to take up their entitlement to subscribe for New Ordinary Shares under the Open Offer in respect of 22.7 million Ordinary Shares representing approximately 8.0 per cent. of the issued share capital.

The following Directors have given irrevocable undertakings to subscribe for New Ordinary Shares under the Open Offer: Raymond Mould (2,205,870), Patrick Vaughan (1,000,000) and Rupert Evans (200,000). The following Directors have given undertakings to subscribe for New Ordinary Shares under the Placing: Martin McGann (142,857), Richard Crowder (100,000), Lewis Grant (150,000) and Patrick Firth (25,000).

OFFICIAL LIST AND REIT STATUS

The Directors continue to consider the optimal structure and positioning of the business as the Company and its Property Portfolio develops. With this in mind, the Directors will consider applying, as and when the appropriate requirements are satisfied and subject to their assessment of the benefits at the time for admission of the Ordinary Shares to the Official List and to trading on London Stock Exchange's main market for listed securities and converting the Company into a REIT.

MANAGEMENT TEAM SUMMARY BIOGRAPHIES

(i)    Raymond Mould

Raymond Mould qualified as a solicitor in 1964 and in 1976 was a co-founder of Arlington, of which he became chairman in 1990. He was a director of BAE Systems plc (formerly named British Aerospace plc) from 1991 to 1992. Mr. Mould was instrumental in the establishment of Pillar in 1991 and became its chairman in 1994, a position he held until 2005 when Pillar was sold to British Land. He currently serves as non-executive chairman of Arena Leisure plc.

(ii)    Patrick Vaughan

Patrick Vaughan was a co-founder of Arlington in 1976 and of Pillar in 1991. He was chief executive of Arlington from 1990 to 1993 and of Pillar from 1994 to 2005. Mr. Vaughan also served as an executive director of British Land from July 2005 to July 2006.

(iii)    Martin McGann

Martin McGann joined the Board of Pillar in 2003 as Finance Director, taking over from Humphrey Price, having worked in a designate capacity since 2002.  Prior to joining Pillar, he was Finance Director of the Strategic Rail Authority, a body with responsibility for the strategic planning for UK railways and for the funding of its infrastructure programme, and Head of Real Estate Finance for Railtrack PLC.  Mr McGann is a qualified chartered accountant having trained and qualified with Deloitte.

(iv)    Stewart Little

Stewart Little has 15 years experience in the real estate sector.  Prior to joining LSI Management in 2006, he spent six years in the real estate asset management business at Deutsche Bank covering all sectors of the property investment market. Prior to his time at Deutsche Bank, Mr Little spent six years within the retail agency division of Healey & Baker.

(v)    Jeremy Bishop

Jeremy Bishop joined LSI Management in 2006. He was previously a Director of Pears Global Real Estate Investors, where he was responsible for establishing the overseas real estate investment and asset management operation, opening an office in Munich and overseeing the acquisition of approximately €300 million of European real estate investments.  Prior to his time at Pears, Mr. Bishop spent four years at Citigroup structuring real estate co-investment transactions and eight years at Guardian Properties in fund management.

PLACING AND OPEN OFFER STATISTICS

Issue Price	105p
Number of Ordinary Shares in issue on the Record Date	285,000,000
Number of Open Offer Shares being allotted	142,500,000
Number of Firm Placed Shares being allotted	72,500,000
Number of Ordinary Shares in issue following the Placing and Open Offer	500,000,000
Percentage of the Enlarged Share Capital available in the Open Offer	28.5 %
Percentage of the Enlarged Issued Share Capital available in the Firm Placing	14.5%
Gross proceeds of the Placing and Open Offer	£225,750,000
Estimated net proceeds of the Placing and Open Offer	£219,500,000
Market capitalisation of the Company on completion of the Placing and Open Offer at the Issue Price	£525,000,000

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates set out below and mentioned in this announcement and the Prospectus may be adjusted by the Company, in which event details of the new times and dates will be notified to the FSA, the London Stock Exchange and, where appropriate, Qualifying Shareholders. References to a time of day are to London time.

Record date for the Open Offer	Close of business on 8 July 2009
Announcement and publication of the Prospectus and Application Form	7a.m. on 10 July 2009
Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	13 July 2009
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 20 July 2009
Latest time for depositing Open Offer Entitlements into CREST	3.00 p.m. on 21 July 2009
Latest time for splitting Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 22 July 2009
Latest time for receipt of completed Application Forms and payment in full	11.00 a.m. on 24 July 2009
Admission to AIM effective and dealings commence in New Ordinary Shares	8.00 a.m. on 30 July 2009
Crediting of CREST accounts	30 July 2009
Expected date of despatch of share certificates for New Ordinary Shares	by 7 August 2009

If you have any questions on the procedure for acceptance and payment, you should contact Capita Registrars on the shareholder helpline on 0871 664 0321 (calls to this number are charged at 10p per minute from a BT landline, other telephone provider costs may vary) or, if calling from overseas, [phone] (calls to this number are charged at applicable international rates) between 8.30 a.m. and 5.30 p.m. on any business day. Please note that Capita Registrars cannot provide financial advice on the merits of the Placing and Open Offer or as to whether or not you should take up your entitlement.

  DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

'Admission'	the admission of the New Ordinary Shares to trading on AIM;
'AIM'	AIM, a market operated by London Stock Exchange;
'Application Form'	the application form in respect of the Open Offer for use by Qualifying non-CREST holders;
'Arlington'	Supertwice Services Limited, formerly named Arlington Securities Plc
'Board'	the board of directors of the Company;
'British Land'	The British Land Company Public Limited Company;
'CREST'	the system for trading shares in uncertificated form;
'Directors'	the directors of the Company;
'Enlarged Share Capital'	the issued Ordinary Shares following the Placing and Open Offer;
'Existing Ordinary Shares'	the 285,000,000 existing issued Ordinary Shares;
'Firm Placed Shares'	the 72,500,000 new Ordinary Shares which KBC Peel Hunt has made arrangements to place with certain institutional investors pursuant to the Firm Placing;
'Firm Placing'	the conditional agreement by KBC Peel Hunt to procure placees for the Firm Placed Shares under the Underwriting Agreement;
'FSA'	the Financial Services Authority;
'FSMA'	the Financial Services and Markets Act 2000, as amended;
'Group'	the Company and its subsidiary undertakings;
'Issue Price'	105p per New Ordinary Share;
'KBC Peel Hunt'	KBC Peel Hunt Ltd;
'London Stock Exchange'	London Stock Exchange Plc;
'LSI Management' or the 'Property Adviser'	LSI Management LLP;
'LSP' or the 'Company'	London & Stamford Property Limited;
'Management Team'	Raymond Mould, Patrick Vaughan, Humphrey Price, Martin McGann, Stewart Little, Jeremy Bishop, Jadzia Duzniak and Jackie Jessop;
'New Ordinary Shares'	the 215,000,000 new Ordinary Shares proposed to be issued pursuant to the Placing and Open Offer;
'Official List'	the Official List of the UK Listing Authority;
'Open Offer'	the conditional invitation to Qualifying Shareholders to subscribe for the Open Offer Shares on the terms and subject to the conditions set out in the Prospectus;
'Open Offer Entitlement'	the basic entitlement of Qualifying Shareholders to subscribe for Open Offer Shares according to the number of Existing Ordinary Shares held by them on the Record Date;
'Open Offer Placing'	the conditional placing of Open Offer Shares by KBC Peel Hunt on behalf of the Company pursuant to the Underwriting Agreement, subject to clawback to satisfy valid applications made by Qualifying Shareholders under the Open Offer;
'Open Offer Shares'	the 142,500,000 new Ordinary Shares to be offered to Qualifying Shareholders under the terms of the Open Offer;
'Ordinary Shares'	ordinary shares in the capital of the Company which have a nominal value of 10p each;
'Overseas Shareholders'	holders of the Existing Ordinary Shares with registered addresses outside the United Kingdom or who are citizens of, incorporate in, registered in or otherwise resident in, countries outside the United Kingdom;
'Pillar'	Pillar Property Group Limited, formerly named Pillar Property plc;
'Placing'	the Firm Placing and the Open Offer Placing
'Prospectus'	the Prospectus published by the Company on 10 July;
'Property Portfolio'	the property portfolio of the Group from time to time;
'Qualifying non-CREST Shareholders'	Qualifying Shareholders holding Ordinary Shares in certificated form;
'Qualifying Shareholders'	subject to any restrictions imposed on Overseas Shareholders, holders of Ordinary Shares whose names appear on the register of members of the Company on the Record Date;
'Record Date'	the record date for the Open Offer, being 5.00pm on 8 July 2009;
'REIT'	a UK Real Estate Investment Trust
'Regulation S'	Regulation S under the US Securities Act;
'Shareholders'	holders of Ordinary Shares;
'UK Listing Authority'	the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VII of FSMA;
'Underwriting Agreement'	the conditional agreement dated 10 July 2009 between the Company and KBC Peel Hunt relating to the Placing and Open Offer;
'United Kingdom' or 'UK'	the United Kingdom of Great Britain and Northern Ireland;
'United States' or 'US'	the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and
'US Securities Act'	the United States Securities Act of 1933, as amended.

 

END

 

 

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