Merger Discussions
Great Portland Estates PLC
03 October 2006
3 October 2006
Great Portland Estates plc ('GPE')
The Board of GPE confirms that it is engaged in preliminary discussions with
London Merchant Securities plc ('London Merchant Securities') concerning a
potential merger. GPE anticipates that any merger transaction would involve a
share for share offer by GPE for London Merchant Securities. There can however
be no certainty that any transaction will be forthcoming.
A further announcement will be made when appropriate.
In accordance with Rule 2.10 of the Takeover Code (the 'Code'), GPE announces
that its issued share capital consists of 163,432,872 ordinary shares of 12.5p
each. It also has £54,530,000 outstanding of 5.25% convertible bonds 2008.
The International Securities Identification Number for GPE ordinary shares is
GB00B01FLL16 and for GPE 5.25% convertible bonds 2008 is GB0002479938 (for
registered bonds) and XS0084560209 (for bearer bonds).
Enquiries
Great Portland Estates plc Tel: +44 (0)20 7647 3000
Toby Courtauld
Timon Drakesmith
Lazard (Financial Adviser to GPE) Tel: +44 (0)20 7187 2000
William Rucker
Patrick Long
Credit Suisse (Corporate Broker to GPE) Tel: +44 (0)20 7888 8888
James Leigh-Pemberton
Nick Bowers
Finsbury Tel: +44 (0)20 7251 3801
James Murgatroyd
Gordon Simpson
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of GPE or of London Merchant Securities, all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of GPE or London Merchant Securities, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of GPE or of London Merchant Securities by GPE or London Merchant
Securities, or by any of their respective 'associates', must be disclosed by no
later than 12.00 noon (London time) on the London business day following the
date of the relevant transaction. A disclosure table, giving details of the
companies in whose 'relevant securities' 'dealings' should be disclosed, and the
number of such securities in issue, can be found on the Takeover Panel's website
at http://www.thetakeoverpanel.org.uk/new/.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
Lazard & Co., Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting for GPE and no one else in
relation to the matters referred to in this announcement and will not be
responsible to anyone other than GPE for providing the protections afforded to
clients of Lazard & Co., Limited nor for providing advice in relation to the
matters referred to in this announcement.
Credit Suisse Securities (Europe) Limited, which is authorised and regulated by
the Financial Services Authority in the United Kingdom, is acting as corporate
broker to GPE and no one else in connection with this announcement and will not
be responsible to anyone other than GPE for providing the protections afforded
to clients of Credit Suisse Securities (Europe) Limited nor for providing advice
in relation to this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
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