Results of Firm Placing and Placing and Open Offer

22nd May 2009 07:00



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. 

ALL TERMS ARE DEFINED AT THE BACK OF THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED HEREIN.

LIBERTY INTERNATIONAL PLC

RESULTS OF FIRM PLACING AND PLACING AND OPEN OFFER 

On 28 April 2009, the Board of Liberty International PLC ("Liberty International" or the "Company") announced the pricing details of the Firm Placing and Placing and Open Offer of New Ordinary Shares to raise gross proceeds of £620 million. Placees agreed to subscribe for 104,839,061 Firm Placed Shares and to subscribe for 95,161,642 Open Offer Placed Shares, both at an Issue Price of 310 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 21 May 2009. Liberty International is pleased to announce that it has received valid acceptances in respect of 73,303,429 Open Offer Shares from Qualifying Shareholders. This represents approximately 77 per cent. of the Open Offer Shares offered. Acceptances for 53,029,677 Open Offer Shares were received under the Open Offer and applications for 20,273,752 Open Offer Shares were received under the Excess Application Facility. The remaining 21,858,213 Open Offer Shares, representing 23 per cent. of the Open Offer Shares, have been allocated to the Placees with whom they had been conditionally placed. Qualifying Shareholders who validly applied for Open Offer Shares under the Excess Application Facility will be allocated all of the Open Offer Shares they applied for.

The Firm Placing and Placing and Open Offer is conditional upon, amongst other things, the approval of Shareholders at the Extraordinary General Meeting to be held at 10.00 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 28 May 2009. The New Ordinary Shares are expected to be listed on the Johannesburg Stock Exchange at 9.00 a.m. (South African time) on 28 May 2009. Thereafter, Liberty International will have a total of 565,728,501 Ordinary Shares issued and outstanding (excluding treasury shares). 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 28 May 2009 and definitive share certificates for the New Ordinary Shares are expected to be despatched to certificated shareholders by 3 June 2009. The New Ordinary Shares will initially be registered on the UK share register but may be transferred to the South African share register on shareholders' instructions.

Enquiries (analysts and investors only):

Liberty International

Issuer

Tel: +44 (0) 207 960 1200

David Fischel

Ian Durant

Merrill Lynch International 

Joint Sponsor, Joint Broker and Joint Lead Manager

Tel: +44 (0) 207 628 1000

Simon Mackenzie-Smith

Simon Fraser

Rupert Hume-Kendall

UBS Investment Bank 

Joint Sponsor, Joint Broker and Joint Lead Manager

Tel: +44 (0) 207 567 8000

John Woolland

Fergus Horrobin

Christopher Smith

HSBC Bank plc

Joint Lead Manager

Tel: +44 (0) 207 7991 8888

Nick Donald

Goldman Sachs International

Tel: +44 (0) 207 774 1000

Andy Richard

Merrill Lynch International and UBS Limited are acting as joint sponsors and joint brokers on behalf of Liberty International in respect of the Capital Raising. HSBC Bank plc, Merrill Lynch International and UBS Limited are acting as joint lead managers on behalf of Liberty International in respect of the Capital Raising. Goldman Sachs International is acting as a financial adviser to the Company in relation to the Capital Raising. Barclays Capital and RBS Hoare Govett are acting as co-lead managers in respect of the Capital Raising.

The Prospectus has been published and is available from 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 is also 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.

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.

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 Firm Placing and Placing and Open Offer 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.

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 has been made in the United States. The New Ordinary Shares have been 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 have been 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. 

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.

SA Shareholders registered on the SA Register should be aware that the shares applied for and allocated to them in terms of the Firm Placing and Placing and Open Offer will be registered on the UK Register. Those shares will be issued in certificated form regardless of whether those SA Shareholders currently hold their shares in Liberty International in dematerialised form (unless SA Shareholders hold a CREST account in the United Kingdom and have converted their entitlements under the Open Offer to uncertificated form in CREST in terms of the application forms submitted by those SA shareholders to apply for shares under the Open Offer). In order for SA Shareholders to trade the shares allocated to them under the Open Offer in South Africa, they will have to transfer those shares from the UK Register to the SA Register. In order to effect such a transfer, SA Shareholders will need to contact Capita Registrars Limited (whose details can be found in the circular to shareholders dated 29 April 2009). 

If SA Shareholders currently hold their shares in Liberty International in dematerialised form, without own name registration, and elected to apply for shares in terms of the Open Offer, their CSDP or stockbroker (as the case may be) would have applied for shares in terms of the Open Offer on those SA Shareholders' behalf and the shares so applied for will be allocated to that CSDP or stockbroker (as the case may be). If such SA Shareholders wish to hold the shares allocated to their CSDP or stockbroker (as the case may be) in their own name, they should contact their CSDP or stockbroker (as the case may be) directly who can give effect to such a request. SA Shareholders are not permitted to sell their shares on the South African market unless the shares have been moved from the UK register to the SA Register and the shares have been dematerialised with your CSDP or stockbroker. In order to effect such a transfer, SA Shareholders will need to contact their CSDP or stockbroker (as the case may be) who will give effect to such a request. 

SA Shareholders who are considered residents in South Africa in terms of the Exchange Control Regulations of South Africa issued under the Currency and Exchanges Act 1933 (Act 9 of 1933) should also be aware that if they have used their foreign investment allowance to participate in the Open Offer and they transfer the shares allocated to them in terms of the Open Offer from the UK Register to the SA Register, the South African Reserve Bank has indicated that those shares cannot be credited against their foreign investment allowance. In order that such shareholders' foreign investment allowance be credited for repatriating the proceeds received from the Open Offer, they would need to sell their shares offshore and repatriate those funds to South Africa.

Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, RBS Hoare Govett and UBS Limited, which are authorised and regulated in the UK by the Financial Services Authority, are acting for Liberty International 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 Liberty International 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.

Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, RBS Hoare Govett and UBS Limited by the Financial Services and Markets Act 2000, none of Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, RBS Hoare Govett or UBS Limited accepts any responsibility whatsoever for the contents of this Announcement, and makes no representation or warranty, express or implied, for the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with Liberty International or the New Ordinary Shares or the Capital Raising, and nothing in this Announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill Lynch International, RBS Hoare Govett and UBS Limited accordingly disclaim to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any such statement.

Appendix 1Definitions

In this document the following expressions have the following meaning unless the context otherwise requires:

Admission	the admission of the New Ordinary Shares to the Official List becoming effective in accordance with the Listing Rules and the admission of such New Ordinary Shares to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards.
Announcement	this Announcement.
Barclays Capital	the investment banking division of Barclays Bank PLC of 1 Churchill Place, London E14 5HP.
Board	the board of directors of Liberty International.
Capital Raising	Firm Placing and Placing and Open Offer.
certificated or in certificated form	where a share or other security is not in uncertificated form.
Company or Liberty International	Liberty International PLC, a company incorporated under the laws of England and Wales (registered under no. 03685527), with its registered office at 40 Broadway, London SW1H 0BT and registered as an external company in South Africa (registered under No. 1999/012910/10), with its registered external office at 4th Floor, Liberty Life Centre, 1 Ameshoff Street, 2001 South Africa.
Conditional Placees	those investors who agreed to subscribe for Open Offer Shares not taken up by Qualifying Shareholders in the Open Offer.
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations).
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378) (as amended).
CSDP	Central Securities Depositary Participant.
Extraordinary General Meeting	the extraordinary general meeting of the Company convened in connection with the Capital Raising and to be held at 10.00 a.m. on 22 May 2009.
Excess Application Facility	the arrangement pursuant to which Qualifying Shareholders could have subscribed for additional Open Offer Shares in excess of their Open Offer Entitlement (up to a maximum number of Open Offer Shares equal to the number of Open Offer Shares comprised in the Open Offer Entitlements) provided they had agreed to take up their Open Offer Entitlement in full.
Excluded Territories and each an Excluded Territory	Australia, Canada and Japan, subject to any applicable exemptions as set out in the Prospectus.
Existing Ordinary Shares	the Ordinary Shares in issue at the date of this Announcement.
Firm Placed Shares	the New Ordinary Shares which the Placees agreed to subscribe for under the Firm Placing.
Firm Placing	the unconditional placing of New Ordinary Shares to Placees which were not subject to clawback in respect of valid applications by Qualifying Shareholders for the New Ordinary Shares.
FSA or the Financial Services Authority	the Financial Services Authority of the United Kingdom.
FSMA	the Financial Services and Markets Act 2000, as amended.
HSBC Bank plc	HSBC Bank plc of 8 Canada Square, London E14 5HQ.
Goldman Sachs International	Goldman Sachs International of 133 Fleet Street, London EC4A 2BB.
Issue Price	310 pence per New Ordinary Share.
Johannesburg Stock Exchange or JSE	JSE Limited (Registration number 2005/022939/06), a company duly registered and incorporated with limited liability under the company laws of South Africa, licensed as an exchange under the Securities Services Act, 2004 (Act 36 of 2004).
Listing Rules	the Listing Rules made by the FSA under Part VI of FSMA.
London Stock Exchange	London Stock Exchange plc.
Merrill Lynch International	Merrill Lynch International of Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ.
New Ordinary Shares	the Firm Placed Shares and/or the Open Offer Shares, as the context requires.
Official List	the Official List of the FSA pursuant to Part VI of FSMA.
Open Offer	the offer to Qualifying Shareholders, constituting an invitation to apply for the Open Offer Shares on the terms of the Prospectus.
Open Offer Entitlements	the entitlement of a Qualifying Shareholder to apply for 2.601980 Open Offer Shares for every 10 Existing Shares held on the relevant Record Date, pursuant to, and subject to the terms of, the Open Offer.
Open Offer Placed Shares	the Open Offer Shares which were offered to the Placees in connection with the Placing and Open Offer.
Open Offer Shares	the 95,161,642 New Ordinary Shares which were offered to Qualifying Shareholders in the Open Offer and which the Conditional Placees agreed to subscribe for subject to clawback in respect of valid applications by Qualifying Shareholders.
Ordinary Shares or Shares	the ordinary shares of 50p each in the share capital of the Company (including, if the context requires, the New Ordinary Shares).
Placee or Placees	a person that applied to participate in the Placings.
Placing	the placing of the Open Offer Shares with the Conditional Placees subject to claw back under the Open Offer, and the Open Offer.
pounds sterling or £	the lawful currency of the United Kingdom.
Prospectus	the Prospectus published by the Company on 29 April 2009 containing full details of the Capital Raising, which has been made available to Qualifying Shareholders eligible to participate in the Open Offer free of charge, at Liberty International's registered office and on Liberty International's website at www.liberty-international.co.uk.
Prospectus Rules	the Prospectus Rules of the FSA published under section 73A(4) of FSMA.
Qualifying Shareholders	Qualifying South African Shareholders and holders of Ordinary Shares on the UK Register at the UK Record Date.
RBS Hoare Govett	RBS Hoare Govett Limited of 250 Bishopsgate, London EC2M 4AA.
SA Register	the Company's branch register of members in South Africa.
SA Shareholders	the Shareholders of the Company registered on the SA Register.
Securities Act	the United States Securities Act of 1933, as amended.
Shareholder or Shareholders	holder of Ordinary Shares.
South Africa	the Republic of South Africa.
South African Resident Shareholders	a Qualifying Shareholder that is considered a resident of South Africa under the Exchange Control Regulations of South Africa issued under the Currency and Exchanges Act 1933 (Act 9 of 1933).
UBS Limited	UBS Limited of 1 Finsbury Avenue, London EC2M 2PP.
UK Register	the register of members of the Company in the United Kingdom.
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland.
United States	has the meaning given in Rule 902(1) of Regulation S.
US Securities and Exchange Commission	the United States government agency having primary responsibility for enforcing the federal securities laws and regulating the securities laws and regulating the securities industry/stock market.

ENDRSPGUGDUDSDGGCD

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