Letter to Liberty Shareholder
British Land Co PLC
17 July 2000
The British Land Company PLC
LETTER TO LIBERTY INTERNATIONAL PLC SHAREHOLDERS
Attached is the full text of a letter, sent today by John Ritblat, Chairman of
The British Land Company PLC ('British Land'), to certain of Liberty
International's largest shareholders.
Enquiries
British Land
John Ritblat, Chairman Tel: 020 7486 4466
John Weston Smith, Finance Director
Morgan Stanley
John Carrafiell Tel: 020 7425 8000
William Vereker
Lazard
Marcus Agius Tel: 020 7588 2721
William Rucker
Deutsche Bank (broker to British Land) Tel: 020 7545 8000
Antony Macwhinie
David Church
Dear Shareholder,
REJECT THE REPURCHASE RESOLUTION
On 24th July, 2000 at an Extraordinary General Meeting of your Company you
will be asked to approve the purchase by Liberty International of 29.8 per
cent. of its own shares from Standard Bank and Liberty Group, the Company's
two largest shareholders. The purchase price proposed is 575p per Liberty
International ordinary share and, by proposing an early and increased interim
dividend payment, your Directors have raised the effective consideration to
585.25p per share.
This proposal was made by the Board of Liberty International in reaction to an
announcement on 5th June 2000 that British Land had agreed to purchase the
29.8 per cent. stake for 550p per ordinary share in cash or a combination of
cash and shares which is currently valued at 523p, conditional on approval by
Standard Bank's shareholders. The enabling EGM of Standard Bank was adjourned
to await the outcome of your Company's forthcoming shareholder vote.
WHY YOU SHOULD SAY NO
We believe the reasons why you should vote against the relevant resolutions
are clear:
1. It is inequitable for just two shareholders to receive preferential
treatment. If Liberty International is to buy back shares at a significant
premium, then all shareholders should have the opportunity to tender their
shares at that price.
2. The figure of 585.25p per share represents:
a premium of over 25 per cent. compared to Liberty International's share price
immediately before British Land's proposed purchase was announced. In the four
months prior to the announcement Liberty International's shares were
consistently trading below 450p per share;
- a premium over British Land's proposed purchase price of up to 550p,
being the only binding third party offer resulting from what we understand was
an extensive marketing of the 29.8 per cent. stake; and
- a premium to the pricing in recent transactions where 100 per cent. of
comparable quoted property companies were being acquired.
3. Even after allowing for the revaluation in the Interim Statement, the buy
back is at best NAV neutral when FRS13, deferred tax and purchasers' costs are
taken into account. Accordingly, there is a real risk that the Company's
share price would fall significantly.
LIBERTY INTERNATIONAL'S PROPOSAL IS INEQUITABLE AND DISADVANTAGEOUS TO YOU.
WE BELIEVE IT IS IN YOUR BEST INTERESTS TO VOTE AGAINST THE RELEVANT
RESOLUTION AT THE EGM.
Yours faithfully,
John Ritblat
This letter has been prepared by, and is the sole responsibility of The
British Land Company PLC ('British Land') and has been approved solely for the
purposes of Section 57 of the Financial Services Act 1986 by Morgan Stanley &
Co. Limited ('Morgan Stanley') and Lazard Brothers & Co., Limited ('Lazard'),
which are regulated in the United Kingdom by the Securities and Futures
Authority Limited. Morgan Stanley and Lazard are acting for British Land and
no-one else in connection with the contents of this letter and will not be
responsible to anyone other than British Land for providing the protections
afforded to customers of Morgan Stanley and Lazard nor for providing advice in
relation to the contents of this letter.
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