28th Apr 2009 15:50
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY LIBERTY INTERNATIONAL PLC IN CONNECTION WITH THE PROPOSED CAPITAL RAISING. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND ON ITS WEBSITE AT WWW.LIBERTY-INTERNATIONAL.CO.UK.
ALL TERMS ARE DEFINED AT THE BACK OF THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED HEREIN.
LIBERTY INTERNATIONAL PLC
FIRM PLACING AND PLACING AND OPEN OFFER OF 200 MILLION NEW ORDINARY SHARES AT 310 PENCE PER NEW SHARE RAISING GROSS PROCEEDS OF £620 MILLION
The Board of Liberty International PLC ("Liberty International" or the "Company") announces the pricing of the Firm Placing and Placing and Open Offer of New Ordinary Shares announced yesterday. A total of 200 million New Ordinary Shares have been placed at the Issue Price of 310 pence per New Ordinary Share raising gross proceeds of £620 million. Merrill Lynch and UBS Investment Bank are acting as joint sponsors and brokers, HSBC Bank plc, Merrill Lynch and UBS Investment Bank (the "Banks") are acting as joint lead managers and Barclays Capital and RBS Hoare Govett are acting as co-lead managers on behalf of Liberty International in respect of the Capital Raising. Goldman Sachs International is acting as a financial adviser to the Company in relation to the Capital Raising.
The Issue Price of 310 pence represents a 21.9 per cent. discount to the market price at the time of agreeing the Issue price and a 37.1 per cent. discount to pro forma adjusted, diluted NAV per share1. The proceeds of the Capital Raising (net of expenses of approximately £28 million) will reduce net indebtedness, increase the Group's available cash and undrawn committed financing facilities, improve financial ratios and increase financial flexibility.
The Placees have agreed to subscribe for 104.8 million Firm Placed Shares and to subscribe for 95.2 million Open Offer Placed Shares, both at the Issue Price of 310 pence. The Open Offer Placed Shares are subject to clawback in respect of valid applications by Qualifying Shareholders at the Issue Price under the Open Offer. The Firm Placed Shares are not subject to clawback and are not part of the Open Offer.
The Gordon Family Interests have subscribed for 9.7 million Firm Placed Shares at the Issue Price and have also committed to claw back an additional 3.2 million of New Ordinary Shares under their entitlement as shareholders in the Open Offer.
A Prospectus is expected to be published and a Circular is expected to be sent to Shareholders on or around 29 April 2009 containing full details of how Qualifying Shareholders can participate in the Open Offer. The Prospectus will be available to Qualifying Shareholders free of charge, at Liberty International's registered office and on Liberty International's website at www.liberty-international.co.uk.
The New Ordinary Shares being issued represent an increase of approximately 54.7 per cent. in Liberty International's existing issued share capital.
The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares including the right to receive all future dividends or other distributions declared, made or paid after the date of their issue.
Applications have been made for the New Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange. Admission is expected to occur and dealings in the New Ordinary Shares are expected to commence on the London Stock Exchange at 8.00 a.m. on 28 May 2009. Listing of the New Ordinary Shares on the Johannesburg Stock Exchange is expected to take place at 9.00 a.m. (South African time) on 28 May 2009.
The Capital Raising is conditional on the passing of a resolution by shareholders at an Extraordinary General Meeting expected to be held at 10.00 a.m. on 22 May 2009 (or such later time and/or date as the Company may notify to Shareholders).
The Capital Raising will be on the terms and subject to the conditions set out in the Prospectus and Existing Shareholders will be able to subscribe for Open Offer Shares up until 11.00 a.m. on 21 May 2009.
Further Information on the Open Offer
The Placees in the Conditional Placing have agreed to subscribe for the Open Offer Placed Shares at the Issue Price subject to Admission and subject to clawback in respect of valid applications by Qualifying Shareholders at the Issue Price under the Open Offer.
Under the Open Offer, Qualifying Shareholders will be given the opportunity to apply for the Open Offer Shares at the Issue Price of 310 pence per New Ordinary Share on the following basis:
2.601980 Open Offer Shares for every 10 Existing Shares
registered in their name on the relevant Record Date and otherwise on the terms and conditions set out in the Prospectus. Fractional entitlements to New Ordinary Shares will not be allotted to Shareholders and entitlements will instead be rounded down to the nearest whole number of New Ordinary Shares.
Shareholders may not transfer Shares between the UK Register and the SA Register from the close of business on 28 April 2009 until after the close of business on 7 May 2009.
An Excess Application Facility will enable Qualifying Shareholders to apply for additional New Ordinary Shares up to a maximum number of Open Offer Shares equal to the number of Open Offer Shares comprised in their Open Offer entitlement (subject to availability). Further details in relation to the Excess Application Facility will be set out in the Prospectus and, for Qualifying Non-CREST Shareholders and Qualifying South African Shareholders, the Application Form and SA Application Form respectively.
The latest time and date for acceptance and payment in full under the Capital Raising will be 11.00 a.m. on 21 May 2009, unless otherwise announced by the Company via a Regulatory Information Service and on SENS.
Upon completion of the Capital Raising, the New Ordinary Shares will represent approximately 35.4 per cent of the Company's Enlarged Issued Ordinary Share Capital and the Existing Shares will represent approximately 64.6 per cent of the Company's Enlarged Issued Ordinary Share Capital. The New Ordinary Shares will be issued pursuant to a resolution to be proposed to Shareholders at the Extraordinary General Meeting. Following the issue of the New Ordinary Shares to be allotted pursuant to the Capital Raising, Qualifying Shareholders who take up their full entitlements (excluding any entitlement under the Excess Application Facility) in respect of the Open Offer will suffer a dilution of approximately 18.5 per cent to their interests in the Company. Qualifying Shareholders who do not take up any of their entitlements in respect of the Open Offer will suffer a dilution of approximately 35.4 per cent to their interests in the Company.
Qualifying Shareholders should note that the Placing and Open Offer is not a rights issue and should be aware that in the Placing and Open Offer, unlike a rights issue, any Open Offer Shares not applied for will not be sold in the market on behalf of, or placed for the benefit of, Qualifying Shareholders who do not apply under the Placing and Open Offer, but will be issued to the Conditional Placees for the benefit of the Company.
Application has been made for the Open Offer Entitlements and Excess CREST Open Offer Entitlements to be admitted to CREST. It is expected that the Open Offer Entitlements and Excess CREST Open Offer Entitlements will be admitted to CREST at 8.00 a.m. on 30 April 2009. The CREST Open Offer Entitlements and Excess CREST Open Offer Entitlements will also be enabled for settlement in CREST at 8.00 a.m. on 30 April 2009. Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.
Qualifying CREST Shareholders should note that, although the Open Offer Entitlements and Excess CREST Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that their Application Form is not a negotiable document and cannot be traded.
Further information on the Capital Raising, including the terms and conditions of the New Ordinary Shares and the procedure for acceptance and payment and the procedure in respect of rights not taken up will be set out in the Prospectus.
Enquiries (analysts and investors only):
Liberty International
Issuer
Tel: +44 (0) 207 960 1200
David Fischel
Ian Durant
Merrill Lynch International
Joint Sponsor, Joint Broker and Joint Lead Manager
Tel: +44 (0) 207 628 1000
Simon Mackenzie-Smith
Simon Fraser
Rupert Hume-Kendall
UBS Investment Bank
Joint Sponsor, Joint Broker and Joint Lead Manager
Tel: +44 (0) 207 567 8000
John Woolland
Fergus Horrobin
Christopher Smith
HSBC Bank plc
Joint Lead Manager
Tel: +44 (0) 207 7991 8888
Nick Donald
Goldman Sachs International
Tel: +44 (0) 207 774 1000
Andy Richard
Advisers
Merrill Lynch International and UBS Limited are acting as joint sponsors and joint brokers on behalf of Liberty International in respect of the Capital Raising. HSBC Bank plc, Merrill Lynch International and UBS Limited are acting as joint lead managers on behalf of Liberty International in respect of the Capital Raising. Goldman Sachs International is acting as a financial adviser to the Company in relation to the Capital Raising. Barclays Capital and RBS Hoare Govett are acting as co-lead managers in respect of the Capital Raising.
A copy of the Prospectus, when published, will be available from the registered office of Liberty International at 40 Broadway, London SW1H 0BT and on the Liberty International website at www.liberty-international.co.uk. The Prospectus will also be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ and at the offices of Merrill Lynch South Africa (Pty) Ltd, 138 West Street, Sandown, Sandton 2196, South Africa, up to and including the date of Admission.
This Announcement is not a prospectus but an advertisement and Qualifying Shareholders should not subscribe for any Open Offer Shares referred to in this Announcement except on the basis of the information contained in the Prospectus and the Circular.
Neither the content of Liberty International's website nor any website accessible by hyperlinks to Liberty International's website is incorporated in, or forms part of, this Announcement. The distribution of this Announcement, the Prospectus, and any other documentation associated with the Firm Placing and Placing and Open Offer and/or the transfer of the New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come 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. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into Australia or Canada or Japan or the United States. No action has been taken by Liberty International that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement, the Prospectus or any other offering or publicity material or the Application Forms or SA Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.
The New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of any of the New Ordinary Shares will be made in the United States. The New Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S under the Securities Act and in the United States pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering. No public offering of the New Ordinary Shares will be made in the United States. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Capital Raising or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence. This Announcement may not be released, published or distributed, directly or indirectly, in whole or in part, in or into the United States.
South African residents, comprising natural persons, should be aware that they will not be able to participate in the Capital Raising if they have utilised their foreign investment allowance or do not hold funds outside of South Africa with the approval of the SARB. Corporate shareholders (other than retirement funds, long-term insurers, collective investment scheme management companies and investment managers, collectively referred to as "institutional investors"), trusts and estates that are South African Resident Shareholders are not entitled to a foreign investment allowance and are thus precluded from participating in the Capital Raising under the current exchange control regulations. Foreign portfolio investments by institutional investors are also subject to certain limits based on an institution's total retail assets. South African Resident Shareholders should obtain through an authorised dealer any necessary approval or establish that an existing exchange control approval or exemption applies to such investment.
The New Ordinary Shares also have not been and will not be registered under the securities laws of any Excluded Territory or any state, province or territory thereof and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in any of the Excluded Territories.
This Announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares. In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada or Japan.
Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, RBS Hoare Govett and UBS Limited, which are authorised and regulated in the UK by the Financial Services Authority, are acting for Liberty International and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than Liberty International for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raising or any matters referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, RBS Hoare Govett and UBS Limited by the Financial Services and Markets Act 2000, none of Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, RBS Hoare Govett or UBS Limited accepts any responsibility whatsoever for the contents of this Announcement, and makes no representation or warranty, express or implied, for 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 Liberty International or the New Ordinary Shares or the Capital Raising, and nothing in this Announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, RBS Hoare Govett and UBS Limited accordingly disclaim to the fullest extent permitted by law all and any 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.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of Liberty International for the current or future financial years would necessarily match or exceed the historical published earnings per share of Liberty International.
Certain statements made in this Announcement constitute forward-looking statements. Forward looking statements are typically identified by the use of forward looking terminology such as 'believes', 'expects', 'may', 'will', 'could', 'should', 'intends', 'estimates', 'plans', 'assumes' or 'anticipates' or the negative thereof or other variations thereon or comparable terminology, or by discussions of, e.g. future plans, present or future events, or strategy that involve risks and uncertainties. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Liberty International's control and all of which are based on Liberty International's current beliefs and expectations about future events. Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statement. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Liberty International and its subsidiaries. Factors that might cause forward-looking statements to differ materially from actual results include, among other things, the following: global economic conditions; economic conditions in the UK and other jurisdictions in which Liberty International operates or invests; volatile property prices; any inability of Liberty International to hedge certain risks economically; adequacy of reserve estimates; Liberty International's ability to continue to obtain financing to meet liquidity needs; and exposure to various types of market risk (e.g., interest rate risk, foreign exchange rate risk, credit risk and commodity price risk). The forward-looking statements contained in this Announcement speak only as of the date of this Announcement and Liberty International undertakes no duty to, and will not necessarily, update any of them in light of new information or future events, except to the extent required by applicable law, the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules.
Appendix 1 Terms and Conditions of the Open Offer
Subject to the terms and conditions set out below and in Part III (''Terms and Conditions of the Open Offer'') of the Prospectus (and, in the case of Qualifying Non-CREST Shareholders, in the Application Form, and in the case of Qualifying South African Shareholders, in the SA Application Form), Qualifying Shareholders are being given the opportunity to apply for any number of Open Offer Shares at the Issue Price (payable in full on application and free of all expenses) on the following basis:
2.601980 Open Offer Shares at 310 pence per Open Offer Share for every 10 Existing Shares
registered in the name of each Qualifying Shareholder on the relevant Record Date and so in proportion to any other number of Ordinary Shares then registered and held by each Qualifying Shareholder. Applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements. Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders in the Open Offer and fractional entitlements under the Open Offer will be rounded down to the nearest whole number of Open Offer Shares.
Shareholders may not transfer Existing Shares between the UK Register and the SA Register from the close of business on 28 April 2009 until after the close of business on 7 May 2009.
Qualifying South African Shareholders should note that, in accordance with the requirements of STRATE, no dematerialisation or rematerialisation of Existing Shares will be possible from the close of business (South African time) on 29 April 2009 until after the close of business (South African time) on 7 May 2009.
Applications by Qualifying Shareholders will be satisfied in full up to the amount of their individual Open Offer Entitlement. Qualifying Shareholders are also being given the opportunity, provided they take up their Open Offer Entitlement in full, to apply for additional Open Offer Shares in excess of their Open Offer Entitlement through the Excess Application Facility, up to a maximum number of additional Open Offer Shares equal to the number of Open Offer Shares comprised in their Open Offer Entitlement.
If applications under the Excess Application Facility are received for more than the total number of Open Offer Shares available following take up of Open Offer Entitlements, such applications will be scaled back pro rata to the number of Open Offer Shares applied for by Qualifying Shareholders under the Excess Application Facility.
Holdings of Existing Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer, as will holdings under different designations, in different accounts and on different registers.
If you are a Qualifying Non-CREST Shareholder, the Application Form will show the number of Ordinary Shares registered in your name on the UK Record Date (in Box 6) and will also show your Open Offer Entitlement (in Box 7).
If you are a Qualifying South African Shareholder who has elected to receive documentation directly from the Company, the SA Application Form will show the number of Ordinary Shares registered in your name on the SA Record Date (in Box 6) and will also show your Open Offer Entitlement (in Box 7). If you are a Qualifying South African Shareholder who holds their shares in uncertificated form and who has not previously elected to receive documentation directly from the Company, you will not receive an SA Application Form and will need to contact your CSDP who will obtain an SA Application Form on your behalf. This SA Application Form will be blank as to the number of Open Offer Shares and you will need to instruct your CSDP as to the number of Open Offer Shares for which you want to apply, so that your CSDP can complete and submit the SA Application Form on your behalf.
Qualifying CREST Shareholders will have Open Offer Entitlements and Excess Open Offer Entitlements credited to their stock accounts in CREST and should refer to paragraph 4.3 of Part III "Terms and Conditions of the Open Offer" of the Prospectus and also to the CREST Manual for further information on the relevant CREST procedures.
Qualifying Shareholders will have a basic pro rata entitlement to apply for Open Offer Shares which, in the case of Qualifying Non-CREST Shareholders and Qualifying South African Shareholders, is equal to the number of Open Offer Entitlements to be shown in Box 7 on the Application Form or SA Application Form (as the case may be), or, in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements that will be credited to their stock account in CREST on 30 April 2009. Applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements. The Excess Application Facility enables Qualifying Shareholders to apply for Open Offer Shares in excess of their Open Offer Entitlements up to a maximum number of additional Open Offer Shares equal to the number of Open Offer Shares comprised in their Open Offer Entitlement. If applications under the Excess Application Facility are received for more than the total number of Open Offer Shares available following take up of Open Offer Entitlements, such applications will be scaled back pro rata to the number of Open Offer Shares applied for by Qualifying Shareholders under the Excess Application Facility. No application in excess of a person's Open Offer Entitlement and the maximum number of Open Offer Shares that can be applied for under the Excess Application Facility will be met and any person so applying, and whose application is otherwise valid in all respects, will be deemed to have applied for the maximum entitlement as specified on the Application Form or SA Application Form (as the case may be) and the maximum number of Open Offer Shares that can be applied for under the Excess Application Facility (or, in the case of Qualifying CREST Shareholders, for the Open Offer Entitlement and Excess CREST Open Offer Entitlement standing to the credit of their stock account in CREST), or as otherwise notified to him or her, as applicable (and any monies received in excess of the amount due will be returned to any Qualifying Non-CREST Shareholder or Qualifying South African Shareholder without interest as soon as practicable by way of cheque at such person's sole risk).
Qualifying Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying Non-CREST Shareholders and Qualifying South African Shareholders should note that their respective Application Forms and SA Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements and Excess Open Offer Entitlements will be admitted to CREST and be enabled for settlement, the Open Offer Entitlements and Excess Open Offer Entitlements will be neither tradeable nor listed and applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Open Offer Shares for which application has not been made under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up Open Offer Shares will have no rights under the Open Offer or receive any proceeds from it. Any New Ordinary Shares which are not applied for in respect of the Open Offer will be issued to the Conditional Placees, with the proceeds retained for the benefit of the Company.
The Existing Shares are already admitted to CREST. No further application for admission to CREST is accordingly required for the New Ordinary Shares. All such shares, when issued and fully paid, may be held and transferred by means of CREST.
Application has been made for the Open Offer Entitlements and Excess CREST Open Offer Entitlements to be admitted to CREST. The conditions for such admission having already been met, the Open Offer Entitlements and Excess Open Offer Entitlements are expected to be admitted to CREST with effect from 30 April 2009.
The Open Offer Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Shares from the date of issue. The Open Offer Shares are not being made available in whole or in part to the public except under the terms of the Open Offer.
Appendix 2Expected Timetable of Principal Open Offer Events
Each of the times and dates in the table below is indicative only and may be subject to change.
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Announcement of the Capital Raising |
on 27 April 2009 |
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UK Record Date for entitlement under Open Offer |
close of business on 28 April 2009 |
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Commencement of restrictions on transfers between UK Register and SA Register |
close of business on 28 April 2009 |
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Publication of Prospectus and Circular to Shareholders (posted in UK and South Africa to Qualifying Shareholders and placed on the Company's website) |
on 29 April 2009 |
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Existing shares marked "ex" by the London Stock Exchange |
before 8.00 a.m. on 29 April 2009 |
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Commencement of restrictions on Qualifying South African Shareholders dematerialising or rematerialising their Existing Shares |
close of business on 29 April 2009 (South African time) |
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Commencement of the period during which the SA Registrar will not register the transfer of Existing Shares by Qualifying South African Shareholders where those Existing Shares are held in certificated form |
close of business on 29 April (South African time) |
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Existing shares marked "ex" by the Johannesburg Stock Exchange |
before 8.00 a.m. on 30 April 2009 |
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Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to the stock accounts of Qualifying CREST Shareholders in CREST |
8.00 a.m. on 30 April 2009 |
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SA Record Date for Open Offer |
close of business on 7 May 2009 |
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End of restrictions on transfers between UK Register and SA Register |
close of business on 7 May 2009 |
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End of restrictions on Qualifying South African Shareholders dematerialising or rematerialising their Existing Shares |
close of business on 7 May (South African time) |
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End of period during which the SA Registrar will not register the transfer of Existing Shares by Qualifying South African Shareholders where those Existing Shares are held in certificated form |
close of business on 7 May 2009 (South African time) |
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Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST (i.e. if Open Offer Entitlements are in CREST and the Shareholder wishes to convert them to certificated form) |
4.30 p.m. on 15 May 2009 |
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Latest time and date for depositing Open Offer Entitlements into CREST |
3.00 p.m. on 18 May 2009 |
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Latest time and date for splitting Application Forms (to satisfy bona fide market claims only), nil or fully paid |
3.00 p.m. on 19 May 2009 |
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Latest time and date for receipt of Extraordinary General Meeting Forms of Proxy |
10.00 a.m. on 20 May 2009 |
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Latest time and date for receipt of completed SA Application Forms (with payment in full) by SA Registrar |
11.00 a.m. on 20 2009 (South African time) |
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Latest time and date for acceptance, payment in full and submission of Application Forms and SA Application Forms to the Registrar |
11.00 a.m. on 21 May 2009 |
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Extraordinary General Meeting |
10.00 a.m. on 22 May 2009 |
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Listing of New Ordinary Shares on the London Stock Exchange Latest time and date for splitting Application Forms and SA Application Form (to satisfy bona fide market claims only) |
8.00 a.m. on 28 May 2009 |
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New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST |
8.00 a.m. on 28 May 2009 |
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Listing of New Ordinary Shares on the Johannesburg Stock Exchange |
9.00 a.m. on 28 May 2009 (South African time) |
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Despatch of definitive share certificates for the New Ordinary Shares in certificated form |
by 3 June 2009 |
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General notes: |
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(a) The actions specified in the expected timetable of principal events above are subject to certain restrictions relating to Shareholders with registered addresses outside the UK, details of which are set out in Part III "Terms and Conditions of the Open Offer" of the Prospectus. |
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(b) The times and dates set out in the expected timetable of principal events above and mentioned throughout this Announcement may be adjusted by Liberty International, in which event details of the new times and dates will be notified to the UK Listing Authority, and an announcement will be made on a Regulatory Information Service and on SENS and, if appropriate, will be notified to Shareholders. Notwithstanding the foregoing, Qualifying Shareholders may not receive any further written communication. |
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(c) References to times in this Announcement are to London times unless otherwise stated. |
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(d) If you have any queries on the procedure for acceptance and payment, you should contact the Registrar or the SA Registrar, as appropriate. Neither the Registrar nor the SA Registrar can provide advice on the merits of the proposals or give any financial, legal or tax advice. |
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If you have any queries on the procedure for acceptance and payment in relation to the Application Form, you should contact the Registrar on 0871 664 0321, if you are calling from inside the UK, or +44 20 8639 3399, if calling from outside the UK, between 9.00 a.m. and 5.00 p.m. Monday to Friday (excluding public holidays). Calls to the 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any additional charges from your service provider's network. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. If you are a Qualifying South African Shareholder and you have any queries on the procedure for acceptance and payment in relation to the SA Application Form, you should contact the SA Registrar on 0800 006 497, if you are calling from inside South Africa, or +27 11 870 8218, if calling from outside South Africa, between 9.00 a.m. and 5.00 p.m. (South African time) Monday to Friday (excluding public holidays). Calls to the 0800 006 497 number are toll free. Calls to the helpline from outside South Africa will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. |
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Appendix 3Definitions
In this document the following expressions have the following meaning unless the context otherwise requires:
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Admission |
the admission of the New Ordinary Shares to the Official List becoming effective in accordance with the Listing Rules and the admission of such New Ordinary Shares to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards. |
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Announcement |
this Announcement and the Appendix. |
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Application Form(s) |
the personalised application form on which Qualifying NonߛCREST Shareholders may apply for Open Offer Shares under the Open Offer. |
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Banks |
Barclays Capital, HSBC Bank plc, Merrill Lynch International, Merrill Lynch South Africa, RBS Hoare Govett, UBS Limited and UBS South Africa. |
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Barclays Capital |
the investment banking division of Barclays Bank PLC of 1 Churchill Place, London E14 5HP. |
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Board |
the board of directors of Liberty International. |
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Capital Raising |
Firm Placing and Placing and Open Offer. |
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certificated or in certificated form |
where a share or other security is not in uncertificated form. |
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Circular |
the circular to Shareholders, incorporating the notice of Extraordinary General Meeting. |
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Company or Liberty International |
Liberty International PLC, a company incorporated under the laws of England and Wales (registered under no. 03685527), with its registered office at 40 Broadway, London SW1H 0BT and registered as an external company in South Africa (registered under No. 1999/012910/10), with its registered external office at 4th Floor, Liberty Life Centre, 1 Ameshoff Street, 2001 South Africa. |
|
Conditional Placees |
those investors who have agreed to subscribe for Open Offer Shares not taken up by Qualifying Shareholders in the Open Offer. |
|
CREST |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations). |
|
CREST Regulations |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378) (as amended). |
|
CSDP |
Central Securities Depositary Participant. |
|
Disclosure and Transparency Rules |
the rules relating to the disclosure of information made in accordance with Section 73(A)(3) of FSMA. |
|
EGM or Extraordinary General Meeting |
the extraordinary general meeting of the Company to be convened in connection with the Capital Raising and proposed to be held on 22 May 2009. |
|
Enlarged Issued Ordinary Share Capital |
the 565,728,501 Ordinary Shares which are expected to be in issue following the completion of the Capital Raising. |
|
Excess Application Facility |
the arrangement pursuant to which Qualifying Shareholders may subscribe for additional Open Offer Shares in excess of their Open Offer Entitlement (up to a maximum number of Open Offer Shares equal to the number of Open Offer Shares comprised in the Open Offer Entitlements) provided they have agreed to take up their Open Offer Entitlement in full. |
|
Excess CREST Open Offer Entitlement |
in respect of each Qualifying CREST Shareholder, the entitlement (in addition to his Open Offer Entitlement) to apply for Open Offer Shares up to the number of Open Offer Shares comprised in his Open Offer Entitlement, credited to his stock account in CREST, pursuant to the Excess Application Facility, which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the terms set out in the Prospectus. |
|
Excluded Territories and each an Excluded Territory |
Australia, Canada and Japan, subject to any applicable exemptions to be set out in the Prospectus. |
|
Existing Shares |
the Ordinary Shares in issue at the date of this Announcement. |
|
Firm Placed Shares |
the New Ordinary Shares which the Placees have agreed to subscribe for under the Firm Placing. |
|
Firm Placing |
the unconditional placing of New Ordinary Shares to Placees which are not subject to clawback in respect of valid applications by Qualifying Shareholders for the New Ordinary Shares. |
|
Firm Placees |
means those investors participating in the Firm Placing. |
|
FSA or the Financial Services Authority |
the Financial Services Authority of the United Kingdom. |
|
FSMA |
the Financial Services and Markets Act 2000, as amended. |
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HSBC |
HSBC Bank plc of 8 Canada Square, London E14 5HQ. |
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Goldman Sachs International |
Goldman Sachs International of 133 Fleet Street, London EC4A 2BB. |
|
Gordon Family Interests |
the interests of Sir Donald Gordon, his family and related trusts and entities. |
|
Group |
Liberty International and, where appropriate, its subsidiary undertakings. |
|
Issue Price |
310 pence per New Ordinary Share. |
|
Johannesburg Stock Exchange or JSE |
JSE Limited (Registration number 2005/022939/06), a company duly registered and incorporated with limited liability under the company laws of South Africa, licensed as an exchange under the Securities Services Act, 2004 (Act 36 of 2004). |
|
Listing Rules |
the Listing Rules made by the FSA under Part VI of FSMA. |
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London Stock Exchange |
London Stock Exchange plc. |
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Merrill Lynch International |
Merrill Lynch International of Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ. |
|
New Ordinary Shares |
the Firm Placed Shares and/or the Open Offer Shares, as the context requires. |
|
Official List |
the Official List of the FSA pursuant to Part VI of FSMA. |
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Open Offer |
the offer to Qualifying Shareholders, constituting an invitation to apply for the Open Offer Shares on the terms of the Prospectus. |
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Open Offer Entitlements |
the entitlement of a Qualifying Shareholder to apply for 2.601980 Open Offer Shares for every 10 Existing Shares held on the relevant Record Date, pursuant to, and subject to the terms of, the Open Offer. |
|
Open Offer Placed Shares |
the Open Offer Shares which have been offered to the Placees in connection with the Placing and Open Offer. |
|
Open Offer Shares |
the 95,161,642 New Ordinary Shares which are being offered to Qualifying Shareholders in the Open Offer and which the Conditional Placees have agreed to subscribe for subject to clawback in respect of valid applications by Qualifying Shareholders. |
|
Ordinary Shares or Shares |
the ordinary shares of 50p each in the share capital of the Company (including, if the context requires, the New Ordinary Shares). |
|
Placee or Placees |
a person that applies to participate in the Placings. |
|
Placing |
the placing of the Open Offer Shares with the Conditional Placees subject to claw back under the Open Offer, and the Open Offer. |
|
Placings |
the Firm Placing and the Placing. |
|
pounds sterling or £ |
the lawful currency of the United Kingdom. |
|
Prospectus |
the Prospectus proposed to be published in due course by the Company containing full details of the Capital Raising, which will be made available to Qualifying Shareholders eligible to participate in the Open Offer free of charge, at Liberty International's registered office and on Liberty International's website at www.liberty-international.co.uk. |
|
Prospectus Rules |
the Prospectus Rules of the FSA published under section 73A(4) of FSMA. |
|
Qualifying CREST Shareholders |
Qualifying Shareholders holding Ordinary Shares in uncertificated form (other than Qualifying South African Shareholders). |
|
Qualifying Non-CREST Shareholders |
Qualifying Shareholders holding Ordinary Shares in certificated form (other than Qualifying South African Shareholders). |
|
Qualifying Shareholders |
Qualifying South African Shareholders and holders of Ordinary Shares on the UK Register at the UK Record Date. |
|
Qualifying South African Shareholder |
holders of Ordinary Shares on the SA Register as at the close of business on the SA Record Date. |
|
Regulation S |
Regulation S promulgated under the Securities Act. |
|
Regulatory Information Service |
one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information in respect of listed companies. |
|
RBS Hoare Govett |
RBS Hoare Govett Limited of 250 Bishopsgate, London EC2M 4AA. |
|
SA Application Form |
the personalised application form on which Qualifying South African Shareholders may apply for Open Offer Shares under the Open Offer. |
|
SARB |
South African Reserve Bank. |
|
SA Record Date |
SA Register at the close of business on 7 May 2009. |
|
SA Register |
the branch register of members of the Company in South Africa. |
|
Securities Act |
the United States Securities Act of 1933, as amended. |
|
Shareholder |
holder of Ordinary Shares. |
|
South Africa |
the Republic of South Africa. |
|
South African Resident Shareholders |
a Qualifying Shareholder that is considered a resident of South Africa under the Exchange Control Regulations of South Africa issued under the Currency and Exchanges Act 1933 (Act 9 of 1933). |
|
UBS Investment Bank |
UBS Limited of 1 Finsbury Avenue, London EC2M 2PP. |
|
UK Record Date |
close of business on 28 April 2009. |
|
UK Register |
the register of members of the Company in the United Kingdom. |
|
United Kingdom or UK |
the United Kingdom of Great Britain and Northern Ireland. |
|
United States |
has the meaning given in Rule 902(1) of Regulation S. |
|
US Securities and Exchange Commission |
the United States government agency having primary responsibility for enforcing the federal securities laws and regulating the securities laws and regulating the securities industry/stock market. |
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