Rights Issue

RNS Number : 0071C

Quintain Estates & Development PLC

05 November 2009

 



Not for distribution in the United States

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, 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), AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN.

5 November 2009

Quintain Estates and Development plc

 ("Quintain" / "Company" / "Group")

PROPOSED 3 FOR 1 RIGHTS ISSUE TO RAISE GROSS PROCEEDS OF £191.2 MILLION

The Board of Quintain Estates and Development plc today announces that the Company proposes to raise approximately £191.2 million (before expenses) by way of a fully underwritten rights issue of 390,160,296 New Ordinary Shares at 49 pence per share.

Quintain's half year results for the six months ended 30 September 2009 have been released today in a separate announcement.

Highlights

• The net proceeds of the Rights Issue of £183.5 million will initially be used to reduce the Group's borrowings and thereby strengthen the Group's balance sheet. Following this, part of the proceeds will be set aside further to enhance the stable financial position that has been secured. It is intended that the balance of the proceeds will be deployed in the following manner:
  

• • to bring forward selectively the next phases of the Group's two major urban regeneration schemes at Wembley and Greenwich, including securing further outline and detailed planning consents across the Wembley site and, when appropriate, providing the Company's share of equity for future development joint ventures;

• • in value-creating and income-generating opportunities in the Group's specialist areas of expertise through its fund management and direct investment activities.

• The proposed Rights Issue follows the successful implementation of a programme of measures to respond to the difficult operating environment resulting from the current recession. These measures were designed to secure the Group's financial stability whilst protecting its major strategic interests and have included:

• • the repatriation of £152.8 million of cash to date, exceeding the Group's target of £150 million by 31 March 2010;

  • the reduction in the Group's administrative expenses in the 2009 financial year by 25 per cent. against budget;

  • the agreement between the Company and the Lending Banks, announced in March 2009, to amend the gearing covenant to give the Company greater headroom. Since then, further amendments have been negotiated with the Drawn Lending Banks to give the Company further flexibility; and

  • the transfer of £83.3 million of investment property into a new fund, as a result of which the Company has received £49.0 million from refinancing and initial equity which has been used to pay down debt under some of the Principal Facility Agreements, thereby significantly increasing headroom on the gearing covenant in those agreements.

• As announced today, the valuation of the Group's directly owned portfolio has stabilised in the period since 31 March 2009 with a like for like increase in the value of its directly held properties of 4 per cent. in the period to 30 September 2009, compared to a fall of 40 per cent. in the period from the peak of the market to 31 March 2009. Based on these valuations, and following the success of the cash repatriation programme and the other measures taken by the Group, gearing at 30 September 2009 stood at 94 per cent. against the covenant limit in its amended Facility Agreements of 150 per cent.. Interest cover was 2.30 times compared to a covenant requirement of at least 1.25 times.  

Details of the Rights Issue

• The Company is proposing to offer 390,160,296 New Ordinary Shares to Qualifying Shareholders (other than, subject to certain exceptions, Excluded Overseas Shareholders) by way of rights on the following basis:

3 New Ordinary Shares for every 1 Existing Ordinary Share at 49 pence each

to raise approximately £191.2 million (before expenses), generating net proceeds of £183.5 million

• The Issue Price of 49 pence per New Ordinary Share represents a 72.0 per cent. discount to the Closing Price of an Existing Ordinary Share of 175.25 pence on 4 November 2009 and a 39.2 per cent. discount to the theoretical ex-rights price based on that Closing Price. The Issue Price represents a 60.2 per cent. discount to the pro forma basic NAV per share of 123 pence.

• The Rights Issue has been fully underwritten by J.P. Morgan Securities (on behalf of J.P. Morgan Cazenove), HSBC and Barclays Capital. J.P. Morgan Cazenove and Lazard are acting as joint financial advisers to the Company in relation to the Rights Issue.

• The Directors are beneficially interested in aggregate in 2,883,329 Existing Ordinary Shares, representing approximately 2.2 per cent. of the issued share capital of the Company. The Directors are fully supportive of the Rights Issue and seven of the Directors intend to take up in full their rights to subscribe for New Ordinary Shares under the Rights Issue. The other two Directors intend to take up their rights to subscribe for 1,938,775 New Ordinary Shares with an aggregate value at the Issue Price of £950,000 and thereafter sell sufficient of their interests in Nil Paid Rights during the nil paid dealing period to meet all or part of the costs of taking up the balance of their beneficial entitlements to New Ordinary Shares. 

In addition, Quintain's Chairman, William Rucker, has agreed to subscribe for 248,254 Ordinary Shares at 80.6 pence per Ordinary Share (the theoretical ex-rights price), conditional upon the Rights Issue taking place.

• Further details of the Rights Issue are set out in the Prospectus which will be sent to shareholders shortly and will also be made available on the Company's website, www.quintain.co.uk.

• The Rights Issue is conditional, amongst other things, on the passing without amendment of the Resolutions 1 to 3 set out in the Notice at the General Meeting, to be held at 16 Grosvenor Street, London W1K 4QF at 10.00 a.m. on 24 November 2009, the Underwriting Agreement not being terminated prior to Admission and being otherwise unconditional in all respects, and on Admission occurring by 8.00 a.m. on 25 November 2009 (or such time and/or date as the Company, J.P. Morgan Cazenove and J.P. Morgan Securities may agree, not being later than 8.00 a.m. on 4 December 2009).

• The New Ordinary Shares will rank pari passu with Existing Ordinary Shares in all respects. Application will be made to the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares to be admitted to the Official List and to trading on the main market of the London Stock Exchange.

• Shareholders are reminded of the recent industrial action by postal workers and should consider this if they wish to act upon the contents of the Notice and the Prospectus.

 Adrian Wyatt, Chief Executive, said:

"The Rights Issue announced today is transformational, providing the means not only to reduce our debt still further and cushion the Group against a possible further period of economic deterioration, but also to drive momentum in our major schemes through the bottom of the cycle and grow our fund management business."

William Rucker, Chairman of Quintain, said:

"The Rights Issue will enhance the Group's financial position and enable us to unlock substantial value from our existing portfolio.  

"Quintain will continue to follow its disciplined and intellectually rigorous investment approach, whilst seeking to remain entrepreneurial and responsive to market opportunities. We will maintain our focus on identifying mispriced assets and specialist sectors where our broad experience and proven investment, asset management and structuring skills can create value for shareholders."

A meeting for analysts and institutional investors will take place today at 9.15 a.m. at J.P. Morgan, 10 Aldermanbury, London EC2V 7RF. The meeting can also, subject to certain restrictions, be accessed via a conference call dial in facility, using the following details:

Dial in number:	[phone]
Password:	Quintain

In addition, an audio webcast will, subject to certain restrictions, be made available on the Company's website www.quintain.co.uk following the meeting.

For further information, please contact:

Quintain Estates and Development plc Rebecca Worthington/Cressida Curtis Tel: [phone]	J.P. Morgan Cazenove Limited Robert Fowlds/Bronson Albery/Andrew Wray Tel: [phone]
Financial Dynamics Stephanie Highett/Dido Laurimore/Laurence Jones Tel: [phone]	Lazard & Co., Limited Paul Gismondi/Patrick Long Tel: [phone]
	HSBC Bank plc Nick Donald Tel: [phone]

J.P. Morgan Cazenove, J.P. Morgan Securities, Lazard, HSBC and Barclays Capital are acting exclusively for the Company and for no one else in relation to the Rights Issue and Admission and the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove, J.P. Morgan Securities, Lazard, HSBC and Barclays Capital or for providing advice in connection with the Rights Issue and Admission or the contents of this announcement.

DISCLAIMER

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the prospectus to be published by the Company in due course in connection with the admission of the New Ordinary Shares (nil paid and fully paid) to the Official List of the Financial Services Authority and to trading on London Stock Exchange plc's main market for listed securities (the "Prospectus"). Copies of the Prospectus will, following publication and subject to certain restrictions, be available on the Company's website.

This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Japan, South Africa, Australia or Canada. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase or subscribe for any securities in the United States of America, Japan, South Africa, Australia or Canada. The New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and the Provisional Allotment Letters have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States of America absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States of America. There will be no public offer of the New Ordinary Shares, the Nil Paid Rights or the Fully Paid Rights in the United States. The New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and the Provisional Allotment Letters have not been and will not be registered under the applicable securities laws of Canada, Japan, South Africa or Australia or any other jurisdiction where to do so might constitute a violation of relevant securities laws or regulations and, subject to certain exemptions, may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdiction absent registration or an applicable exemption from and in compliance with any applicable securities laws.

INTRODUCTION 

The Board announced today that the Company proposes to raise approximately £191.2 million (before expenses) by way of the Rights Issue of 390,160,296 New Ordinary Shares at 49 pence, on the basis of 3 New Ordinary Shares for every 1 Existing Ordinary Share. 

The Group specialises in mixed use urban regeneration and the creation and management of funds investing in alternative property asset classes. These businesses seek to create long term value for Shareholders by identifying and exploiting the opportunities offered by: 

• the growing shortage of housing in the UK, particularly in London; 

• the need for sustainable urban regeneration; 

• the demographic pressures on healthcare; and 

• the Government's policy to expand further education. 

In addition to attractive investment returns, both businesses also provide the opportunity to generate recurring income streams from estate and infrastructure management and fund management fees. By growing these businesses, the Group has sought to create a robust platform from which it can take a tactical approach to the opportunities presented, in particular, by the non-institutional grade commercial property market in the UK. 

The Group's principal strategic investments are in its urban regeneration projects at Wembley City and Greenwich Peninsula and, within its fund management business, in healthcare property and student accommodation through Quercus and iQ respectively. 

The Rights Issue has been fully underwritten by the Joint Underwriters. J.P. Morgan Cazenove and Lazard are acting as joint financial advisers to the Company in relation to the Rights Issue. 

BACKGROUND TO THE RIGHTS ISSUE 

Measures to strengthen the Group's financial position 

The Board has successfully implemented a programme of measures to respond to the difficult operating environment that the current recession has posed for the Group and the UK property sector generally, in order to secure its financial stability whilst protecting its major strategic interests. These steps have included: 

• the Group's plan, announced in August 2008, to repatriate cash, realign its development programme and preserve cash by cutting costs and suspending the payment of dividends; 

• the repatriation of £152.8 million of cash to date, exceeding the Group's target of £150 million by 31 March 2010. Recent disposals include the sale of £31.3 million of units in Quercus and the sale of the Company's 49 per cent. interest in MDDL, the holder of the long lease of the land on which the O2 is located at Greenwich, for £11.8 million; 

• the reduction in the Group's administrative expenses for the 2009 financial year by 25 per cent. against budget; 

• the agreement between the Company and the Lending Banks, announced in March 2009, to amend the gearing covenant to give the Company greater headroom. Since then, further amendments have been negotiated with the Drawn Lending Banks to give the Company further flexibility; and 

• the transfer of £83.3 million of investment property into a new fund, as a result of which the Company has received £49.0 million from refinancing and initial equity which has been used to pay down debt under some of the Principal Facility Agreements, thereby significantly increasing headroom on the gearing covenant in those agreements. 

As announced today, the valuation of the Group's directly owned portfolio has stabilised in the period since 31 March 2009 with a like for like increase in the value of its directly held properties of 4 per cent. in the period to 30 September 2009, compared to a fall of 40 per cent. in the period from the peak of the market to 31 March 2009. Based on these valuations, and following the success of the cash repatriation programme and the other measures taken by the Group, at 30 September 2009 gearing stood at 94 per cent. against the covenant limit in its amended Facility Agreements of 150 per cent.. Interest cover was 2.30 times compared to a covenant requirement of at least 1.25 times. 

Good operational progress 

Notwithstanding the difficult market conditions, in the last twelve months the Group has made good operational progress in both its urban regeneration and fund management businesses. 

At Wembley, momentum has been maintained on site with construction of the second residential block, Quadrant Court, likely to be completed ahead of its scheduled completion date of 31 March 2010. Construction is also due to start before the end of the year on the Quintain/Summit joint venture, which was announced in April 2009. Meanwhile, good operational progress has been made with a reconfiguration of the design for the hotel, retail core, including designer outlet centre and cinema, which form part of phase one. These changes are more suitable for the current financial environment and will position the scheme to attract funding partners. In the meantime, enabling infrastructure work for the first of these plots has commenced on site. Detailed validation work is now being undertaken regarding the proposed outline design of phase two at Wembley, in preparation for an application for planning consent in the summer of 2010 for up to 1.8 million sq. ft.. Meanwhile, Brent Council is expected shortly to apply for detailed planning consent for its 250,000 sq. ft. civic centre which will be a cornerstone occupier of phase two. 

At Greenwich, the first commercial building is now open and fully occupied by TfL and a lease on part of the second commercial building was signed by the London Borough of Greenwich at the start of November. The construction of Ravensbourne College is on schedule to complete in time for the start of the next academic year, bringing 1,400 students to the scheme daily, and Bellway has begun construction of the first residential building to the south of the Greenwich Peninsula, where arrangements for further residential development are progressing. 

The Group's fund management business continues to deliver a robust performance. In the six months to 30 September 2009, Quercus delivered a property level total return of 2.1 per cent. against the industry benchmark of 0.5 per cent. iQ opened three new schemes with a total of 1,182 beds in time for the start of the 2009/10 academic year. The two schemes under construction in Edinburgh, which will add a further 634 beds, are progressing well and are expected to be delivered in good time for the 2010/11 academic year bringing the total beds in iQ to 4,252. At 30 October 2009, iQ had occupancy of 88.9 per cent. in its operational schemes. In May, the Group's student scheme at Corsham Street, N1 received planning consent for 661 rooms subject to the agreement of a section 106 agreement which is now close to finalisation. Meanwhile, discussions continue with the South West Regional Development Authority which in June announced further funding support for the Science Park at Bristol. 

USE OF PROCEEDS 

The net proceeds of the Rights Issue of £183.5 million will initially be used to reduce the Group's borrowings and thereby strengthen the Group's balance sheet. The Directors expect that the Rights Issue will make a positive contribution to total earnings in the year ending 31 March 2010. 

The Group will continue to follow its disciplined and intellectually rigorous investment approach, whilst seeking to remain entrepreneurial and responsive to market opportunities. It will maintain its focus on identifying mispriced assets and specialist sectors where its broad experience and proven investment, asset management and structuring skills can create value. 

The Group's investment strategy is set by the Chairman and the Executive Directors who meet quarterly to review the overall investment strategy for the business including the allocation of capital. Specific investment opportunities are reviewed by the Company's investment committee which meets weekly with investments over £30 million requiring full board approval. 

Whilst there is evidence that market conditions are beginning to improve, the Board continues to manage the business on a prudent basis. Accordingly, part of the proceeds will be set aside further to enhance the stable financial position that has been secured. 

It is intended that the balance of the proceeds will be deployed in the following manner: 

• to bring forward selectively the next phases of Wembley and Greenwich, including securing further outline and detailed planning consents across the Wembley site, delivering the necessary infrastructure to develop future buildings on both sites and, when appropriate, providing the Company's share of equity for joint ventures to develop W05 and the retail core at Wembley and the next three residential schemes to the southern end of the Greenwich site in conjunction with Lend Lease and the HCA. 

• in value-creating and income-generating opportunities in the Group's specialist areas of expertise through its fund management and direct investment activities. 

Any decisions to invest the proceeds will take account of prevailing market conditions and the overall financial position of the Group at the time. 

Continuing momentum in the Group's major urban regeneration projects 

The Board believes that London will retain its long term importance and attraction for residential, retail and commercial occupiers as well as investors and, in particular, that the growing shortage of housing and the need for urban renewal will create significant opportunities for the realisation of value from the Group's urban regeneration business once market conditions show sustained improvement. 

With development timelines of as much as 20 years, major urban regeneration projects such as Wembley City and Greenwich Peninsula require significant amounts of long term capital; the gross development value of existing outline consents, derived from the financial models used by the Company, for phase one of Wembley City is approximately £2.0 billion and for Greenwich Peninsula is approximately £3.8 billion. 

The Company's approach to date has been to seek development partners for individual plots. This will remain the approach both for smaller and more sizeable projects where, for example, a land drawdown arrangement makes efficient use of the Company's balance sheet. For larger, more capital intensive projects such as Wembley, the Company will seek to accelerate the timing of the introduction of development partners, bringing them in at project level and earlier in the development cycle. The Company has existing joint venture arrangements at Greenwich Peninsula and continues to have active discussions with a view to finding long term strategic partners for Wembley City. 

Meanwhile, in order to continue momentum at Wembley City pending the introduction of a development partner, it is intended that up to £20 million of the net proceeds of the Rights Issue will be used to: 

• secure further outline and detailed planning consents across the site including the finalisation of the masterplan for phase two of the scheme on the Palace of Industries site and the submission of the related planning application which will, amongst other things, facilitate the construction of the new Civic Centre for Brent Council; and 

• deliver the necessary infrastructure to bring forward the next phase of buildings at Wembley City including preparations for the provision of utilities, services and road connections. 

Thereafter, and when required, part of the proceeds of the issue will be deployed to provide Quintain's share of equity to develop out W05 and the retail core which comprise a Hilton hotel, 656 rooms of student accommodation, a 210,000 sq ft retail centre and a 10 screen cinema. It is anticipated that the student accommodation will be forward funded by an iQ managed fund, and equity partners will be sought for the hotel and retail outlet centre. 

At Greenwich Peninsula, up to £10 million of investment will be focused at the southern end of the site on bringing forward the next three residential plots in conjunction with Lend Lease and HCA. 

Building recurring earnings through fund management and direct investment 

The Group acts as asset manager of, and co-invests in, investment funds in alternative property asset classes. Currently it has four funds: Quercus, iQ, Quantum and SeQuel which offer both investment income and recurring fund management fees. The Group's direct investment activities have historically focused in traditionally "sub-institutional" commercial property providing both income and capital profits. The Group's balance sheet also incubates assets that may seed funds in the future. 

In order to increase significantly the Group's investment income and fund management fees, the Board intends, subject to market conditions at the time, to deploy part of the proceeds of the issue into growing its fund management business. In particular, the Group sees attractive value-creating investment opportunities within the healthcare property and student accommodation sectors. 

In the case of healthcare, the Company and its partner in Quercus, AVIVA Investors, are considering raising new equity early in 2010 with a view to taking advantage of the attractive healthcare opportunities currently in the market. The Company will seek to expand its healthcare business by establishing another fund in a related healthcare area. In particular, this may involve working in joint ventures with lending banks or other investors to work out distressed nursing home assets, or to take advantage of the scarcity of purchasers for large portfolios of specialist healthcare assets. 

In the case of student accommodation, the Directors believe that attractive opportunities are available in the London market, where they continue to monitor several potential acquisitions. The Group will also target other regional markets where iQ is not represented or where further critical mass can deliver economies of scale in management costs. 

In September 2009, the Group announced the creation of its latest fund, SeQuel, through the injection of £83.3 million of its investment portfolio. The strategy of this fund will be to invest in high yielding assets where there is the potential to create substantial capital uplift from active management. It is intended that the Company will seek to bring new investors in over the next 12 to 18 months. 

In order to continue to expand the fund management business, the Group will also seek to assemble core portfolios of other specialist alternative asset classes to seed new funds in the future and to broaden its management relationships. By leveraging the proceeds of the issue to attract co-investment partners, the Group is intending to double funds under management over the next two to three years. The Company will also invest directly in property where it identifies significant opportunities outside its current specialist areas of investment. 

SUMMARY OF THE PRINCIPAL TERMS AND CONDITIONS OF THE RIGHTS ISSUE 

The Company is proposing to offer 390,160,296 New Ordinary Shares to Qualifying Shareholders (other than, subject to certain exceptions, Excluded Overseas Shareholders) by way of rights on the following basis: 

3 New Ordinary Shares for every 1 Existing Ordinary Share at 49 pence each

held and registered in the name of the Qualifying Shareholder on the Record Date. The Issue Price of 49 pence per New Ordinary Share represents a 72.0 per cent. discount to the Closing Price of an Existing Ordinary Share of 175.25 pence on 4 November 2009 and a 39.2 per cent. discount to the theoretical ex-rights price based on that Closing Price. 

Entitlements to new Ordinary Shares will be rounded down to the nearest whole number. Any fractional entitlements will not be allotted to Shareholders, but aggregated and sold in the market for the benefit of the Company. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purposes of calculating entitlements under the Rights Issue. 

The New Ordinary Shares will rank pari passu with Existing Ordinary Shares in all respects. 

Application will be made to the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange. The Rights Issue is fully underwritten by the Joint Underwriters subject to, and in accordance with, the terms of the Underwriting Agreement. The Underwriting Agreement is conditional on, amongst other things, Admission becoming effective by not later than 8.00 a.m. on 25 November 2009 (or such later time and date, not being later than 8.00 a.m. on 4 December 2009, as the Company, J.P. Morgan Cazenove and J.P. Morgan Securities may agree), the conditions (other than Admission) to enable the Nil Paid Rights and the Fully Paid Rights to be admitted as a participating security in CREST being satisfied on or before 24 November 2009, and the fulfilment by the Company of its obligations under the Underwriting Agreement by the times specified therein. 

Part 5 of the Prospectus contains some questions and answers in relation to the Rights Issue. Shareholders should read the Prospectus, and the information incorporated into it by reference (as set out in Part 12 of the Prospectus) in full before taking any decision with respect to the Rights Issue. 

BOARD COMPOSITION AND PLACING 

On 9 September 2009, the Company announced the appointment of William Rucker as Non-Executive Chairman of the Group with effect from 1 October 2009. John Plender, who stepped down after two and a half years as Chairman, will remain a Non-executive Director until 31 March 2010. 

As announced earlier today, the Company was informed by Tonianne Dwyer of her intention to step down from the Board and from her position as head of Quintain Fund Management. 

Tonianne has taken this decision for personal reasons, as she is planning to return with her family to live in Australia. She will remain in her current position and on the Board until April 2010 to ensure an orderly handover process. The search for her successor will commence shortly. 

The remaining members of the Board would like to thank her for her outstanding contribution to the business and her role in substantially growing Quintain's fund management business over the past six years. 

Under the terms of an agreement between the Company and Caledonia, for so long as Caledonia and/or its associates holds Ordinary Shares carrying 10 per cent. or more of the voting rights in the Company, Caledonia is entitled to appoint one non-executive director of the Company. 

William Rucker has agreed to subscribe for 248,254 Ordinary Shares at 80.6 pence per Ordinary Share being the theoretical ex-rights price, conditional upon Admission. 

CURRENT TRADING AND PROSPECTS 

The Board is of the view that the economic conditions remain challenging and that whilst there are some signs of recovery in the commercial property market, the shape and timing of such a sustained recovery are uncertain. Whilst in some areas of the investment market yields have hardened and there is increased liquidity, due in part to the weakness of sterling, this is tempered by weak rental growth and tenant defaults. 

In terms of the Group, the Board is encouraged by the reported stabilisation of residential prices in London and a modest increase in mortgage availability, albeit from a low base, and continuing downward pressure on construction costs. 

With real demand for services underpinning the healthcare and student accommodation sectors, the Board believes that the Group's investments in these markets should continue to outperform. 

The Rights Issue will further strengthen the Company's financial position and enable it to unlock inherent value in the urban regeneration business to deliver value to shareholders through selective investment in key projects. It also improves the Group's attractiveness as a counterparty as it seeks investment partners for its major schemes. 

The Board believes that the Company is now well positioned to withstand the impact of further economic weakness and is positive about the prospects for the Group's major strategic investments. 

DIVIDEND POLICY 

Whilst it is the Board's intention to reinstate a dividend from recurring cashflow, the Directors do not anticipate this occurring in the near term. 

GENERAL MEETING 

Set out at the end of the Prospectus is a notice convening the General Meeting, to be held at 16 Grosvenor Street, London W1K 4QF at 10.00 a.m. on 24 November 2009. The General Meeting is being convened for the purposes of considering and, if thought fit, passing the Resolutions. The full text of the Resolutions is set out in the Notice.

INDUSTRIAL ACTION AT ROYAL MAIL

In light of the recent and proposed further industrial action by the Communication Workers Union, Quintain strongly advises Shareholders to respond promptly following receipt of the Form of Proxy if they wish to vote at the General Meeting.  Shareholders who have concerns that Forms of Proxy might not be returned by 10.00 a.m. on 22 November 2009 using the ordinary post should bear in mind that proxy appointments can be lodged at the office of Computershare by means other than the ordinary post, including using the internet at www.exproxyappointment.com and Royal Mail Special Delivery (if available) and delivery by courier.   Shareholders may wish to consult business directories or internet search facilities in order to identify national or locally available courier services which may be appropriate to an individual shareholder's circumstances. 

DIRECTORS' INTENTIONS 

The Directors are beneficially interested in aggregate in 2,883,329 Existing Ordinary Shares, representing approximately 2.2 per cent. of the issued share capital of the Company as at the date of this document. Further details of the interests of the Directors are set out in paragraph 11 of Part 11 of the Prospectus. 

The Directors are fully supportive of the Rights Issue. Seven of the Directors intend to take up in full their rights to subscribe for New Ordinary Shares under the Rights Issue. The other two Directors intend to take up their rights to subscribe for 1,938,775 New Ordinary Shares with an aggregate value at the Issue Price of £950,000 and thereafter sell sufficient of their interests in Nil Paid Rights during the nil paid dealing period to meet all or part of the costs of taking up the balance of their beneficial entitlements to New Ordinary Shares.  As part of his arrangements to participate in the Rights Issue, Nicholas Shattock will pledge up to 39,524 Ordinary Shares and 1,020,408 New Ordinary Shares to be issued to him pursuant to the Rights Issue.

Expected Timetable of Principal Events(1) 

Record Date for entitlements under the Rights Issue for Qualifying Shareholders	5.00 p.m. on 20 November 2009
Latest time and date for receipt of Forms of Proxy for General Meeting	10.00 a.m. on 22 November 2009
General Meeting	10.00 a.m. on 24 November 2009
Expected date of despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders)(2)	24 November 2009
Nil Paid Rights credited to stock accounts in CREST of Qualifying CREST Shareholders only(2)	8.00 a.m. on 25 November 2009
Nil Paid Rights and Fully Paid Rights enabled in CREST	8.00 a.m. on 25 November 2009
Existing Ordinary Shares marked "ex-rights" by the London Stock Exchange	8.00 a.m. on 25 November 2009
Commencement of dealings in New Ordinary Shares, nil paid, on the London Stock Exchange	8.00 a.m. on 25 November 2009
Recommended latest time and date for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them to certificated form)	4.30 p.m. on 2 December 2009
Recommended latest time for depositing renounced Provisional Allotment Letters, nil or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights and Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them to uncertificated form)	3.00 p.m. on 4 December 2009
Latest time and date for splitting Provisional Allotment Letters, nil paid or fully paid	3.00 p.m. on 7 December 2009
Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters	11.00 a.m. on 9 December 2009
Expected date of announcement of results of the Rights Issue through a Regulatory Information Service	10 December 2009
Commencement of dealings in New Ordinary Shares, fully paid, on the London Stock Exchange	8.00 a.m. on 10 December 2009
New Ordinary Shares, fully paid, credited to CREST stock accounts	10 December 2009
Expected date of despatch of definitive share certificates for the New Ordinary Shares in certificated form (to Qualifying Non-CREST Shareholders only)	by no later than 17 December 2009
Expected date of despatch of cheques payable in respect of sale of rump	by no later than 17 December 2009

Notes:

(1)    The times set out in the expected timetable of principal events above and mentioned throughout this announcement are times in London unless otherwise stated. The times and dates may be adjusted by the Company in consultation with or, if required, with the agreement of J.P. Morgan Cazenove, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Shareholders. 

(2)    Subject to certain restrictions relating to certain Shareholders with registered addresses, or who are resident, outside the UK. 

DEFINITIONS 

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

"1996 Approved Scheme"	Quintain Estates and Development plc 1996 Approved Executive Share Option Scheme
"1996 Unapproved Scheme"	Quintain Estates and Development plc 1996 Executive Share Option (No.2) Scheme
"2004 Plan"	Quintain Estates and Development plc 2004 Unapproved Share Option Plan
"Admission"	Admission to Listing and Admission to Trading and a reference to Admission becoming "effective" is to be construed in accordance with the Listing Rules or the Standards (as applicable)
"Admission to Listing"	admission to listing on the Official List of the New Ordinary Shares (nil paid)
"Admission to Trading"	admission to trading on the London Stock Exchange's market for listed securities of the New Ordinary Shares (nil paid)
"AIB"	Allied Irish Banks plc
"Amendment Letters"	the letters dated 10 March 2009 from the Company to the Principal Lending Banks and the letter dated 19 March 2009 from the Company to Barclays amending certain provisions of the Facility Agreements
"Banks"	J.P. Morgan Cazenove, J.P. Morgan Securities, Lazard, HSBC and Barclays Capital
"Barclays"	Barclays Bank PLC, one of the Lending Banks
"Barclays Capital"	Barclays Capital, the investment banking division of Barclays Bank PLC and/or Barclays Bank PLC, as the context may require.
"Board" or "Directors"	the directors of the Company as at the date of this announcement
"Business Day"	a day (other than Saturday or Sunday or a bank holiday) on which banks are generally open for normal banking business in the City of London
"Caledonia"	Caledonia Investments plc, a substantial shareholder in the Company
"certificated" or "in certificated form"	in relation to a share, a share, title to which is recorded in the relevant register of the share concerned as being held in certificate form (that is, not in CREST)
"Closing Price"	the closing middle market quotations as derived from the Daily Official List on a particular day
"Company" or "Quintain"	Quintain Estates and Development plc
"Companies Act"	the Companies Act 2006, as amended
"Computershare"	Computershare Investor Services PLC
"CREST"	the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time
"CSOP"	the Quintain Estates and Development plc 2005 Company Share Option Plan
"Current Articles" or "Current Articles of Association"	the existing articles of association of the Company, as further described in paragraph 9 of Part 11 of the Prospectus
"Daily Official List"	the daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange
"Deferred Bonus Plan"	the Quintain Estates and Development plc Deferred Bonus Plan
"Disclosure and Transparency Rules"	the disclosure rules and the transparency rules made by the FSA under section 73A of FSMA
"Drawn Lending Banks"	the Lending Banks other than AIB
"Enlarged Issued Share Capital"	the issued share capital of the Company immediately following Admission, assuming no exercise before Admission of any option granted under any of the Share Option Schemes
"ERV"	the Group's external valuers opinion as to the open market rent, which on the date of valuation, could reasonably be expected to be obtained on a new letting or rent review
"EU"	the European Union
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"Ex-Rights Date"	the date on which Ordinary Shares commence trading ex-rights, being 25 November 2009
"Excluded Jurisdictions"	Canada, Australia, Japan and South Africa
"Excluded Overseas Shareholder"	the holders of Ordinary Shares who have registered addresses in, or who are resident or located in, the United States or an Excluded Jurisdiction
"Existing Ordinary Shares"	130,053,432 Ordinary Shares in issue at the date of this announcement (excluding 5,234 Ordinary Shares held in treasury)
"Facility Agreements"	the facility agreements between, inter alia, the Company and each of the Lending Banks, details of which are set out in paragraph 19.1 of Part 11 of the Prospectus
"Form of Proxy"	the form of proxy accompanying this document for use in connection with the General Meeting
"FSA"	the Financial Services Authority acting in its capacity as competent authority for the purposes of Part VI of FSMA
"FSMA"	Financial Services and Market Act 2000, as amended
"Fully Paid Rights"	rights to acquire the New Ordinary Shares, fully paid
"General Meeting"	the general meeting of the Company to be held at 10.00 a.m. on 24 November 2009 at 16 Grosvenor Street, London W1K 4QF, notice of which accompanies the Prospectus, and including any adjournment thereof
"Group"	the Company and its subsidiaries and its subsidiary undertakings from time to time
"HCA"	the Homes and Communities Agency, which was formerly called the Urban Regeneration Agency and known as English Partnerships, being the UK Government agency responsible for urban regeneration
"Helaba"	Landesbank Hessen-Thüringen Girozentrale
"HMRC"	Her Majesty's Revenue & Customs and, where relevant, any predecessor body which carried out part of its functions and references to any approved HMRC shall, where appropriate, include approval by an officer of Her Majesty's Revenue & Customs
"HSBC"	HSBC Bank plc
"IDs"	identifications
"IFRS"	International Financial Reporting Standards maintained by the International Accounting Standards Board (IASB) and which are in force from time to time, as adopted by the EU
"IPD Index"	Investment Property Data Bank Index
"iQ"	the iQ Property Partnership, an English limited partnership which invests in and operates student accommodation
"ISA"	individual savings accounts
"Issue Price"	49 pence per New Ordinary Share
"Joint Bookrunners"	J.P. Morgan Cazenove and HSBC
"Joint Underwriters"	J.P. Morgan Securities, HSBC and Barclays Capital
"J.P. Morgan Cazenove"	J.P. Morgan Cazenove Limited
"J.P. Morgan Securities"	J.P. Morgan Securities Ltd.
"KPMG"	KPMG Audit Plc
"Lazard"	Lazard & Co., Limited
"LDA"	the London Development Agency
"Lend Lease"	Lend Lease (Europe) Limited
"Lending Banks"	AIB, Bank of Scotland plc, Barclays, The Co-operative Bank plc, HSBC, Helaba, Lloyds TSB Bank plc, Norddeutsche Landesbank Girozentrale (London Branch) and The Govenor and Company of the Bank of Ireland, being the principal lending banks to the Group
"LIBOR"	London Interbank Offered Rate
"Listing Rules"	the listing rules made by the UKLA for the purposes of Part VI of FSMA, as amended from time to time
"London Stock Exchange" or "LSE"	London Stock Exchange plc
"member account ID"	identification code or number attached to any member account in CREST
"Memorandum" or "Memorandum of Association"	the memorandum of association of the Company, as further described in paragraph 9 of Part 11 of the Prospectus
"Nil Paid Rights"	rights to acquire the New Ordinary Shares, nil paid
"New Articles"	the new articles of association of the Company to be adopted pursuant to Resolution 3, as further described in paragraph 9.11 in Part 11 of the Prospectus.
"New Ordinary Shares"	the new Ordinary Shares to be allotted and issued pursuant to the Rights Issue
"Notice"	the notice set out at the end of the Prospectus convening the General Meeting to be held for the purpose of considering and, if thought fit, passing the Resolutions
"Official List"	Official List of the UKLA
"Ordinary Shares"	fully paid ordinary shares of 25 pence each in the capital of the Company
"Overseas Shareholders"	holders of Ordinary Shares who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the United Kingdom or persons who are nominees of or custodians, trustees or guardians for citizens, residents in or nationals of, countries other than the United Kingdom
"participant ID"	identification code or membership number used in CREST to identify a particular CREST member or other CREST participant
"Principal Facility Agreements"	the Facility Agreements between the Company and each of the Principal Lending Banks
"Principal Lending Banks"	the Lending Banks (other than Barclays)
"Prospectus"	the document dated 5 November 2009, comprising a prospectus relating to the Company for the purpose of the Rights Issue and the admission of the New Ordinary Shares to the Official List and to trading on the main market for listed securities of the London Stock Exchange
"Prospectus Rules"	the prospectus rules made by the FSA under section 73A of FSMA
"Provisional Allotment Letter" or "PAL"	the renounceable provisional allotment letter expected to be sent to Qualifying Non-CREST Shareholders in respect of the New Ordinary Shares to be provisionally allotted to them pursuant to the Rights Issue
"PSP" or "Performance Share Plan"	the Quintain Estates and Development plc Executive Directors Performance Share Plan
"Qualifying CREST Shareholders"	Qualifying Shareholders whose Ordinary Shares on the register of members of the Company at the close of business on the Record Date are in uncertificated form
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders whose Ordinary Shares on the register of members of the Company at the close of business on the Record Date are in certificated form
"Qualifying Shareholders"	holders of Ordinary Shares on the register of members of the Company at the close of business on the Record Date (other than the Company in respect of Ordinary Shares held in treasury)
"Quantum"	the Quantum Property Partnership, a joint venture which invests in science parks and accommodation for the research and development industry
"Quercus"	the Quercus Healthcare Property Partnership, a fund specialising in providing sale and leaseback funding to the healthcare industry, of which the Group is the asset manager and is a co-investor
"Record Date"	the record date for the Rights Issue, being the close of business on 20 November 2009
"Regulatory Information Service"	has the meaning ascribed to it in the Listing Rules
"Resolutions"	the resolutions set out in the Notice at the end of the Prospectus
"Rights Issue"	the proposed issue by way of rights of New Ordinary Shares to Qualifying Shareholders on the basis described in the Prospectus and, in the case of Qualifying Non-CREST Shareholders, in the Provisional Allotment Letter
"RPI"	retail prices index
"SAYE Scheme"	the Quintain Estates and Development plc 2005 Savings-Related Share Option Scheme
"Share Option Schemes"	the Performance Share Plan, the 1996 Approved Scheme, the CSOP, the 1996 Unapproved Scheme, the 2004 Plan, the SAYE Scheme, the Deferred Bonus Plan and the SOP
"Shareholder"	a holder of Ordinary Shares
"Shareholders' Rights Regulations"	the Companies (Shareholders' Rights) Regulations 2009, as amended
"SOP"	the Quintain Estates and Development plc Senior Operational Employees Incentive Plan
"Standards"	the "Admission and Disclosure Standards" of the London Stock Exchange
"stock account"	an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited
"TfL"	Transport for London
"UK" or "United Kingdom"	United Kingdom of Great Britain and Northern Ireland, its territories and dependencies
"UK Listing Authority" or "UKLA"	the FSA acting in its capacity as the competent authority for the purposes of Part VI of the FSMA
"uncertificated" or "in uncertificated form"	Ordinary Shares recorded on the Company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"Underwriting Agreement"	the underwriting agreement dated 5 November 2009 between the Company, J.P. Morgan Cazenove and the Joint Underwriters relating to the Rights Issue and further described in paragraph 19.9 of Part 11 of the Prospectus
"US" or "United States"	United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"US Securities Act"	United States Securities Act of 1933, as amended
"VAT"	value added tax

Important Notices

Each of J.P. Morgan Cazenove, J.P. Morgan Securities, HSBC, Barclays Capital and Lazard is authorised and regulated by the Financial Services Authority in the UK and is acting exclusively for the Company and no one else in connection with the Rights Issue and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its respective clients or for providing advice in relation to the Rights Issue or any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove, J.P. Morgan Securities, HSBC, Barclays Capital and Lazard by the FSMA, each of J.P. Morgan Cazenove, J.P. Morgan Securities, HSBC, Barclays Capital and Lazard accepts no responsibility whatsoever for and makes no representation or warranty, express or implied, in respect of the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect. J.P. Morgan Cazenove, J.P. Morgan Securities, HSBC, Barclays Capital and Lazard accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

J.P. Morgan Cazenove, J.P. Morgan Securities, HSBC and Barclays Capital may, in accordance with applicable legal and regulatory provisions and subject to the Underwriting Agreement, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation, JPMC, HSBC and Barclays Capital do not propose to make any public disclosure in relation to such transactions.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or any of J.P. Morgan Cazenove, J.P. Morgan Securities, HSBC, Barclays Capital and Lazard. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information in it is correct as at any subsequent date.

The information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from, and in compliance with, any applicable securities laws.

The distribution of this announcement, the Prospectus and/or the Provisional Allotment Letters and/or the transfer or offering of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares into jurisdictions other than the United Kingdom is or may be restricted by law. Persons into whose possession this announcement or any such document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement and the information contained herein does not contain or constitute an offer for sale or the solicitation of an offer to purchase any securities in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the Securities Act, or any other securities authority of any state in the United States, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in the United States absent registration or pursuant to an exemption from, or in transactions not subject to, the registration requirements of the US Securities Act. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares in the United States.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.

Prices and values of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom 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 and regulations of any jurisdiction outside of the United Kingdom.

Cautionary note regarding 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, but not limited to, the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "annualised", "goal", "target", "aim", "may", "will", "would", "could" 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. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors, the Company and the Group concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy of the Company and the industries in which it operates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Forward-looking statements are not guarantees of future performance. The Group's actual results of operations, financial condition, liquidity, dividend policy and the development of the industries in which it operates may differ materially from the impression created by the forward-looking statements contained in this announcement and/or the information incorporated by reference into this announcement. In addition, even if the results of operations, financial condition, liquidity and dividend policy of the Group, and the development of the industries and markets in which it operates, are consistent with the forward-looking statements contained in this announcement and/or the information incorporated by reference into this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to: changes in general economic and business conditions (such as rising unemployment, slower growth in personal income, changes in consumer spending, and other factors which can negatively affect the Company's customers as well as the Company itself); commodity price volatility; industry trends; competition; the availability of debt and other financing on acceptable terms; changes in government and other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages; changes in political and economic stability; changes in business strategy or development plans and other risks, and changes in exchange rates and other factors.

You are advised to read this announcement and, once available, the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Company's future performance and the industries in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

Other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules), neither the Company nor any of JPMC, JPMSL, HSBC, Barclays Capital and Lazard undertakes any obligation to update or revise publicly any forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

 

END

 

 

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