8th Jun 2009 07:00
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND OR SOUTH AFRICA OR TO US PERSONS. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR SOUTH AFRICA.
8 June 2009
St. Modwen Properties PLC
Result of firm placing and placing and open offer
On 14 May 2009, St. Modwen Properties PLC ("St. Modwen" or "the Company") announced a share issue to raise gross proceeds of £107.4 million (approximately £102.1 million net of expenses) through the issue of 79,586,977 New Ordinary Shares by way of a Firm Placing and Placing and Open Offer at a price of 135 pence per New Ordinary Share. The Firm Placing and Placing and Open Offer are conditional, amongst other things, on the approval of Shareholders.
The Open Offer has now closed in accordance with its terms. St. Modwen is pleased to announce that it has received valid acceptances under the Open Offer in respect of 28,579,043 Open Offer Shares from Qualifying Shareholders in addition to the 8,996,295 Open Offer Shares which the Clarke and Leavesley Family Shareholders irrevocably undertook to take up under the Open Offer. This total of 37,575,338 Open Offer Shares represents a take-up of approximately 85.0% of the Open Offer Shares (excluding those 16,173,333 Open Offer Shares which the Clarke and Leavesley Family Shareholders irrevocably undertook not to take up and which were placed with certain placees procured by J.P. Morgan Cazenove and Numis).
Accordingly, the remaining 6,638,306 Open Offer Shares, representing 15.0% of the Open Offer Shares (excluding those 16,173,333 Open Offer Shares which the Clarke and Leavesley Family Shareholders irrevocably undertook not to take up and which were placed with certain placees procured by J.P. Morgan Cazenove and Numis) have been allocated to certain institutional shareholders and other investors with whom they had been conditionally placed by J.P. Morgan Cazenove and Numis.
All applications for additional New Ordinary Shares under the Excess Application Facility were accepted.
In addition to the Placing and Open Offer, a further 19,200,000 New Ordinary Shares will be issued through the Firm Placing.
Shareholder approval for the Firm Placing and Placing and Open Offer will be sought at the EGM to be held at 10.00 a.m. today at The Innovation Centre, 1 Devon Way, Longbridge Technology Park, Birmingham, B31 2TS. New Ordinary Shares in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 9 June 2009, and definitive share certificates for the New Ordinary Shares in certificated form are expected to be dispatched within 7 days of Admission.
The Firm Placing and Placing and Open Offer remain conditional upon the Placing Agreement becoming unconditional in all respects and Admission. It is expected that Admission will become effective, and dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 9 June 2009.
The Enlarged Issued Share Capital of St. Modwen following Admission will be 200,360,931 Shares in aggregate.
Definitions used in the prospectus published by the Company dated 14 May 2009 (the "Prospectus") shall have the same meanings when used in this announcement unless the context otherwise requires.
This announcement should be read in conjunction with the full text of the Prospectus published by St. Modwen on 14 May 2009. Copies of the Prospectus are available at the UK Listing Authority's Document Viewing Facility, which is situated at The UK Listing Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS and on the Company's website at www.stmodwen.co.uk.
Commenting on the result of the Firm Placing and Placing and Open Offer, Bill Oliver, Chief Executive of St. Modwen, said:
"We are delighted with the level of support shown for the Company by existing shareholders and new institutional investors which illustrates their long term confidence in the business.
We now look forward to operating from a position of financial strength and building on our reputation as the UK's leading regeneration specialist. We will do this by pursuing appropriate opportunities to supplement our existing Hopper, adding value to our portfolio of income producing assets and prioritising those long term development projects for which there is current market opportunity."
ENQUIRIES:
|
St. Modwen Properties PLC Bill Oliver, Chief Executive Tim Haywood, Finance Director Charlotte McCarthy, PR Manager |
0121 222 9400 www.stmodwen.co.uk |
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College Hill Gareth David |
020 7457 2020 |
|
J.P. Morgan Cazenove Robert Fowlds Shona Graham Paul Hewlett |
020 7588 2828 |
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Numis Heraclis Economides Simon Blank |
020 7260 1000 |
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint sponsor, joint bookrunner and joint broker exclusively to the Company and for no one else in connection with the Firm Placing and Placing and Open Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Firm Placing and Placing and Open Offer, Admission or any other arrangements referred to herein.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint sponsor, joint bookrunner and joint broker exclusively to the Company and for no one else in connection with the Firm Placing and Placing and Open Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Firm Placing and Placing and Open Offer and Admission or any other arrangements referred to herein.
This announcement has been issued by, and is the sole responsibility of, the Company. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, neither of J.P. Morgan Cazenove nor Numis nor any of their affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement or as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.
Cautionary note regarding forward-looking statements
Some of the information in this announcement may contain forward-looking statements which reflect the Group's or, as appropriate, the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's products and services). These statements include forward-looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words "expects", "intends", "plans", "believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue" and similar statements of a future or forward-looking nature identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Group's actual results to differ materially from those indicated in these statements. Any forward-looking statements in this document reflect the Group's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial conditions, growth strategy and liquidity.
Important notice:
This announcement 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 contained in the Prospectus.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Firm Placing and Placing and Open Offer or otherwise.
The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in the United States, Canada, Japan, Australia, New Zealand or South Africa.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
Related Shares:
SMP.L