4th Jul 2005 14:51
Land Securities Group Plc04 July 2005 4 July 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, AUSTRALIA, CANADA OR JAPAN Recommended cash offers (with Loan Note Alternative) by Citigroup Global Markets Limited on behalf of Retail Property Holdings Trust Limited a wholly-owned subsidiary of Land Securities Group PLC for Tops Estates PLC Compulsory Acquisition of Shares and Cancellation of Listing and Trading On 6 May 2005, the Boards of Land Securities Group PLC ("Land Securities") andTops Estates PLC ("Tops Estates") announced the terms of recommended cash offersfor the Shares in and convertible unsecured loan stock of Tops Estates to bemade by Citigroup (the "Offers"). The Offeror posted the offer document inrelation to the Offers (the "Offer Document") on 18 May 2005. Words andexpressions defined in the Offer Document shall have the same meaning when usedin this announcement. Compulsory Acquisition The Offeror announces that it has acquired not less than nine-tenths in value ofthe Shares to which the Share Offer relates and, accordingly, is now entitledand intends to compulsorily acquire the remaining Shares pursuant to sections428 to 430F of the Companies Act 1985. The appropriate compulsory acquisitionnotices pursuant to s429(4) of the Companies Act 1985 have been despatched toShareholders who have not yet accepted the Share Offer. The transfer of thecompulsorily acquired Shares is expected to take place on 12 August 2005. The Share Offer will remain open for acceptance until further notice.Shareholders who have not already done so are urged to accept the Share Offer inrespect of the Shares as soon as possible rather than waiting for their Sharesto be compulsorily acquired. Settlement of the consideration due to Shareholderswho accept the Share Offer in respect of their Shares will be despatched within14 days of receipt of their valid acceptances of the Share Offer. The Offers remain subject to the Terms and Conditions set out in the OfferDocument dated 18 May 2005. Cancellation of Listing and Trading As stated in the Offer Document, it is the Offeror's intention to procure thatTops Estates will apply for cancellation of the listing of the Tops EstatesShares and CULS on the Official List and for the cessation of trading on theLondon Stock Exchange's market for listed securities. It is anticipated that thecancellation of listing and trading will take effect on 12 July 2005, being notless than 20 Business Days following the announcement of the Offeror's intentionto apply for cancellation of listing and trading. Enquiries: Citigroup Global Markets Limited (Financial Adviser to Land Securities) David Wormsley Tel: +44 (0)20 7986 6000 Ian Hart Tel: +44 (0)20 7986 6000 Nicholas Tinworth Tel: +44 (0)20 7986 6000 Financial Dynamics (Public Relations Adviser to Land Securities) Stephanie Highett/Dido Laurimore Tel: +44 (0) 20 7831 3113 Citigroup, which is authorised and regulated by the Financial Services Authorityin the United Kingdom, is acting as financial adviser to Land Securities and theOfferor and no one else in connection with the Offers and will not beresponsible to anyone other than Land Securities and the Offeror for providingthe protections afforded to clients of Citigroup, nor for providing advice inrelation to the Offers. This announcement does not constitute an offer to sell or the solicitation of anoffer to purchase or subscribe for securities. The Offers (including the Loan Note Alternative) are not being made, directly orindirectly, in or into any Restricted Jurisdiction and will not be capable ofacceptance from any Restricted Jurisdiction. Accordingly, copies of thisannouncement are not being, and must not be, directly or indirectly, mailed orotherwise forwarded, distributed or sent in, into or from any RestrictedJurisdiction. The availability of the Offers (including the Loan NoteAlternative) to Shareholders and CULS Holders who are not resident in the UnitedKingdom may be affected by the laws of their relevant jurisdiction. Shareholdersand CULS Holders who are not resident in the United Kingdom should informthemselves about and observe any applicable requirements. Further details inrelation to Overseas Shareholders and Overseas CULS Holders are contained in theOffer Document. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Land Securities