Results of Placing and Open Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, OR INTO
OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF
THE APPLICABLE LAWS OF SUCH JURISDICTION, INCLUDING BUT NOT LIMITED TO THE
UNITED STATES, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, CANADA AND, SUBJECT TO
CERTAIN EXCEPTIONS JAPAN.
SEGRO plc (the "Company")
Results of Placing and Open Offer
Unless otherwise defined in this announcement, capitalised terms shall have the
same meaning as in the circular issued to shareholders on 10 July 2009 in
connection with the proposed acquisition of Brixton plc and the proposed
Placing and Open Offer (the "Circular").
On 9 July 2009, the Board of SEGRO plc announced the pricing details of the
Firm Placing and Placing and Open Offer of new SEGRO Shares to raise gross
proceeds of approximately £250 million. Placees agreed to subscribe for
59,523,809 Firm Placed Shares and to subscribe for 59,523,810 Open Offer
Shares. The Open Offer Shares were subject to clawback in respect of valid
applications by Qualifying Shareholders at the Issue Price. The Firm Placed
Shares were not subject to clawback and were not part of the Open Offer.
The Company today announces that, as at 11.00 a.m. on 27 July 2009, being the
latest time and date for receipt of completed Application Forms and payment in
full or settlement of relevant CREST instructions under the Open Offer, it had
received valid acceptances in respect of 51,503,853 Open Offer Shares in
aggregate, representing approximately 86.53 per cent of the total number of
Open Offer Shares offered to Qualifying Shareholders pursuant to the Placing
and Open Offer announced by the Company on 9 July 2009. Accordingly, the
remaining 8,019,957 Open Offer Shares, representing approximately 13.47 per
cent of the total number of Open Offer Shares, have been allocated to the
investors with whom they have been conditionally placed.
Each of the Company's Directors has taken up his or her entitlement under the
Open Offer in full.
The Placing and Open Offer are conditional, inter alia, on the Share
Consolidation becoming effective, the passing of the Approval Resolution and
the Placing Agreement becoming unconditional in all respects relating to the
Placing and Open Offer (save for Admission and Euronext Admission of the Firm
Placed Shares and the Open Offer Shares) but they are not conditional on the
Acquisition becoming Effective. Admission of the Firm Placed Shares and Open
Offer Shares to the Official List and to trading on the London Stock Exchange
is expected to occur at 8.00 a.m. on 31 July 2009. It is expected that Euronext
Admission of the Firm Placed Shares and the Open Offer Shares will occur at
9.00 a.m. (CET) on 31 July 2009
- END -
Further information:
Further information on the Acquisition and Placing and Open Offer is available
on the Company's website www.segro.com.
Contact:
SEGRO plc
Ian Coull, Chief Executive Tel. +44 (0)20 7491 0177
David Sleath, Group Finance Director
Siva Shankar, Director of Corporate Finance
Colin Browne, Maitland Tel. +44 (0)20 7379 5151
Disclaimer:
This announcement does not constitute or form part of any offer to sell or any
invitation to purchase any securities or the solicitation of any vote for
approval in any jurisdiction, nor shall there be any sale, issue or transfer of
the securities referred to in this announcement in any jurisdiction, in
contravention of applicable law. This announcement does not constitute a
prospectus or a prospectus-equivalent document. Any purchase of, or application
for, new SEGRO Shares should only be made on the basis of the information
contained in and incorporated by reference into the Prospectus which has been
prepared in accordance with the Prospectus Rules made under section 84 of the
Financial Services and Markets Act 2000 and is available on the homepage of the
Company's website. Owing to regulatory considerations, persons located in an
Open Offer Restricted Jurisdiction will not have access to the Prospectus on
the Company's website.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. This announcement is not an offer of
securities for sale in the United States.
The new SEGRO Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), nor the securities
laws of any state or any other jurisdiction of the United States. Consequently,
the new SEGRO Shares may not be offered sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within the United
States except pursuant to an applicable exemption from 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 or
pursuant to an effective registration statement.
J.P. Morgan Cazenove, J.P. Morgan Securities, UBS and Merrill Lynch are acting
for the Company in relation to the Placing and Open Offer and are not advising
any other person and accordingly will not be responsible to any person other
than the Company for providing the protections afforded to clients or for
providing advice in relation to the matters described in this document.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.
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