10th Jun 2005 13:11
Land Securities Group Plc10 June 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, AUSTRALIA, CANADA OR JAPAN June 10 2005 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 in all respects 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 all of the conditions of the Offers have now beensatisfied or waived and, accordingly, the Offers are now declared whollyunconditional. The Offers, including the Loan Note Alternative, remain open foracceptance until further notice and remain subject to the terms and conditionsset out in the Offer Document. Level of Acceptances and Shares/CULS owned, controlled or conditionally acquiredby the Offeror The Offeror announces that, as at 4.00 p.m. on 9 June 2005, valid acceptanceshad been received in respect of a total of 11,593,574 Shares, representingapproximately 25.2 per cent. of the issued share capital of Tops Estates and£8,710,897 nominal value of CULS, representing approximately 38.5 per cent. ofthe 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. Theseconditional agreements have now become unconditional. 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 £10,203,430 nominal value ofCULS, representing approximately 45.1 per cent. of the outstanding CULS. Since16 May 2005 the Offeror (or other members of the Land Securities Group) haveacquired £193,050 nominal value of CULS, representing approximately 0.9 percent. of the outstanding CULS. Therefore, as at 4.00p.m. (London time) on 9 June 2005, the Offeror hadacquired, conditionally agreed to acquire or had received valid acceptances ofthe Offers in respect of, a total of 43,100,408 Shares, representingapproximately 93.7 per cent. of the issued share capital of Tops Estates and£21,646,055 nominal value of CULS, representing approximately 95.6 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. Consideration and Acceptance of the Offers Consideration under the Offers will be despatched (in the manner set out in theOffer Document) on or before 24 June 2005 to those Shareholders and CULS Holdersfrom whom valid acceptances have already been received. Consideration in respectof valid acceptances of the Offers received while the Offers remain open foracceptance from today onwards will be despatched within 14 calendar days of suchreceipt. 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. Compulsory Acquisition and De-Listing As described in the Offer Document, the Offeror intends to in due courseexercise its rights pursuant to the provisions of sections 428 to 430F(inclusive) of the Companies Act to acquire compulsorily any remaining Shares onthe same terms as the Share Offer. In addition, the Offeror intends to procurethat Tops Estates, to the extent it is able and entitled to do so, applies tothe UKLA for cancellation of the listing of the Shares and CULS on the OfficialList and to the London Stock Exchange for the cessation of trading of the Sharesand CULS on its market for listed securities. Cancellation of the listing andcessation of trading of the Shares and CULS would significantly reduce theliquidity and marketability of any Shares or CULS not assented to the Offers. Enquiries: Citigroup Global Markets Limited (Financial Adviser to Land Securities) David WormsleyTel: +44 (0)20 7986 6000 Ian HartTel: +44 (0)20 7986 6000 Nicholas Tinworth Tel: +44 (0)20 7986 6000 Financial Dynamics (Public Relations Adviser to Land Securities) Stephanie HighettTel: +44 (0) 20 7831 3113 Dido LaurimoreTel: +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