29th Apr 2009 17:07
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
LIBERTY INTERNATIONAL PLC - PUBLICATION OF PROSPECTUS AND CIRCULAR
29 April 2009
Further to the announcement on 28 April 2009 regarding a capital raising of £620 million (the "Capital Raising"), Liberty International PLC ("Liberty International") announces that a prospectus relating to the Capital Raising (the "Prospectus") was approved by the UK Listing Authority on 29 April 2009. A circular to shareholders relating to the Capital Raising (the "Circular") including a Notice convening an EGM to be held on Friday 22 May 2009 at 10am at 40 Broadway, London SW1H 0BT will be posted to shareholders today.
Copies of the Prospectus will be available at 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.
Both the Circular and the Prospectus will shortly be available for inspection at the Document Viewing Facility at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Susan Folger
Company Secretary
This Announcement is not a prospectus but an advertisement and Shareholders should not subscribe for any new ordinary shares ("New Ordinary 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 Capital Raising 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 New Ordinary Shares or possession or distribution of this announcement, the Prospectus or any other offering or publicity material or any other documentation associated with the Capital Raising 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.
Shareholders of Liberty International that are classified as resident or "emigrant" for exchange control purposes in South Africa ("South African Resident Shareholders"), being natural persons, should be aware that they will not be able to participate in the Capital Raising if they have fully 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 (as defined in the Prospectus).
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.
Related Shares:
INTU.L