9th Jun 2005 07:01
Land Securities Group Plc09 June 2005 9 June 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 Offers declared unconditional as to acceptances and extended 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. The Offeror announces that it has waived the 90 per cent. acceptance conditionin respect of the Share Offer and is treating the acceptance conditions assatisfied. As such, the Share Offer is now unconditional as to acceptances. The CULS Offer remains subject to the Share Offer becoming or being declaredunconditional in all respects. The Offeror announces that the Offers, including the Loan Note Alternative, havebeen extended and will remain open for acceptance for a further 14 days until1.00 p.m. (London time) on 22 June 2005. The Offers remain subject to the terms and conditions set out in the OfferDocument. The Offeror announces that, as at 1.00 p.m. on 8 June 2005, the first closingdate of the Offers, valid acceptances had been received in respect of a total of11,576,437 Shares, representing approximately 25.2 per cent. of the issued sharecapital of Tops Estates and £8,667,660 nominal value of CULS, representingapproximately 38.3 per cent. of the outstanding CULS. Prior to the commencement of the Offer Period, the Offeror had conditionallyagreed to acquire (through the acquisition of the Everard Goodman Family HoldingCompanies) 17,806,834 Shares, representing approximately 38.7 per cent. of theissued share capital of Tops Estates, and £2,538,678 nominal value of CULS,representing approximately 11.2 per cent. of the outstanding CULS. As at 16 May 2005 (being the latest practicable date prior to the posting of theOffer Document) the Offeror (or other members of the Land Securities Group)owned or controlled 13,700,000 Shares, representing approximately 29.8 per cent.of the issued share capital of Tops Estates and 9,675,054 nominal value of CULS,representing approximately 42.7 per cent. of the outstanding CULS. Since 16 May2005 the Offeror (or other members of the Land Securities Group) have acquired£254,210 nominal value of CULS, representing approximately 1.1% per cent. of theoutstanding CULS. Therefore, as at 1.00p.m. (London time) on 8 June 2005, the Offeror hadacquired, conditionally agreed to acquire or had received valid acceptances ofthe Offers in respect of, a total of 43,083,271 Shares, representingapproximately 93.7 per cent. of the issued share capital of Tops Estates and£21,135,593 nominal value of CULS, representing approximately 93.4 per cent. ofthe outstanding CULS. In addition, the Offeror also holds irrevocableundertakings to accept the Offers in respect of a total of 2,171,500 Shares,representing 4.7 per cent. of the issued share capital of Tops Estates. TheOffers have been accepted in respect of the other Shares and CULS in respect ofwhich irrevocable undertakings were given to the Offeror. Forms of Acceptance not yet returned should be completed and returned inaccordance with the instructions set out in the Offer Document and in therelevant Form of Acceptance so as to be received as soon as possible.Additional Forms of Acceptance are available from Lloyds TSB Registrars bytelephoning 0870 600 0673 (if calling from within the UK) or +44 1903 702 767(if calling from outside the UK). If Shares are held in CREST, acceptanceshould be made electronically so that the TTE instruction settles as soon aspossible. 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 Tel: +44 (0) 20 7831 3113 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. - Ends- This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Land Securities