23rd Jun 2009 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
ALL DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE ANNOUNCEMENT MADE BY THE COMPANY AT 7:00AM ON 4 JUNE 2009, UNLESS OTHERWISE DEFINED HEREIN.
23 June 2009
Debenhams plc
Results of the Firm Placing and Placing and Open Offer
On 4 June 2009, the Board of Debenhams plc ("Debenhams") announced the pricing details of the Firm Placing and Placing and Open Offer of New Ordinary Shares to raise gross proceeds of £323 million. Placees agreed to subscribe for 161,592,513 Firm Placed Shares and 242,388,770 Open Offer Placed Shares, both at an Issue Price of 80 pence per New Ordinary Share. The Open Offer Placed Shares were subject to clawback in respect of valid applications by Qualifying Shareholders at the Issue Price under the Open Offer. The Firm Placed Shares were not subject to clawback and were not part of the Open Offer.
The Open Offer closed for acceptance at 11.00 a.m. on 22 June 2009. Debenhams is pleased to announce that it has received valid acceptances in respect of 73,388,851 Open Offer Shares from Qualifying Shareholders. This represents approximately 30.3 per cent. of the Open Offer Shares offered. The remaining 168,999,919 Open Offer Shares, representing 69.7 per cent. of the Open Offer Shares, have been allocated to the Placees with whom they had been conditionally placed.
The Firm Placing and Placing and Open Offer are conditional upon, amongst other things, the approval of Shareholders at the Extraordinary General Meeting, to be held at 11:00 a.m. today, and upon Admission. 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 26 June 2009. Thereafter, Debenhams will have a total of 1,286,806,299 Ordinary Shares issued and outstanding. The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares.
The New Ordinary Shares (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 26 June 2009 and definitive share certificates for the New Ordinary Shares are expected to be despatched to certificated shareholders by 29 June 2009.
For further information, please contact:
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Debenhams plc
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Tel: + 44 (0) 207 408 4444
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Rob Templeman, Chief Executive Officer
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Chris Woodhouse, Finance Director
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Lisa Williams, Head of Investor Relations (Tel: 07908 483841)
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Citi
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(Joint Global Co-ordinator, Joint Sponsor and Joint Bookrunner)
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Tel: + 44 (0)207 986 4000
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Michael Lavelle
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Andrew Seaton
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Jan Skarbek
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Merrill Lynch
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(Joint Global Co-ordinator, Joint Sponsor and Joint Bookrunner)
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Tel: + 44 (0) 20 7628 1000
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Rupert Hume-Kendall
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Simon Fraser
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Simon Mackenzie-Smith
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Lazard & Co., Limited
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(Financial Adviser and Joint Sponsor)
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Tel: + 44 (0) 207 187 2000
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William Rucker
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Paul Gismondi
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Michael Grayer
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This announcement should be read in conjunction with the full text of the Prospectus published by Debenhams on 5 June 2009. A copy of the Prospectus is available from the registered office of Debenhams plc at 1 Welbeck Street, London W1G 0AA and on the Debenhams website at www.debenhamsplc.com. The Prospectus is also available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street, London EC4Y 1HS up to and including the date of Admission.
Neither the content of Debenhams' website nor any website accessible by hyperlinks to Debenhams' 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 Open Offer and/or the transfer of the Firm Placed Shares and the Open Offer 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 the Restricted Jurisdictions or the or the United States. No action has been taken by Debenhams that would permit an offer of the Firm Placed Shares or the Open Offer Shares or possession or distribution of this Announcement, the Prospectus or any other Capital Raising or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.
The Firm Placed Shares, and the Open Offer Shares (collectively, the "New Ordinary Shares") have not been, and will not be, registered under the Securities Act or under any relevant securities laws of any state or other jurisdiction of the United States and, accordingly, and may not be offered, sold, taken up, exercised, resold, or delivered, directly or indirectly, in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in compliance with the state securities. 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 in the United States. This Announcement may not be released, published or distributed, directly or indirectly, in whole or in part, in or into the United States.
The New Ordinary Shares also have not been and will not be registered under the securities laws of Restricted Jurisdictions or any state, province or territory thereof and may not be offered, sold, taken up, exercised, resold, 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 Restricted Jurisdictions.
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 or the Restricted Jurisdictions.
The Banks, which are authorised and regulated in the UK by the Financial Services Authority, are acting for Debenhams 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 Debenhams 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.
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 Debenhams for the current or future financial years would necessarily match or exceed the historical published earnings per share of Debenhams.
Related Shares:
Debenhams