24th Aug 2009 17:34
Scheme of Arrangement Effective and Re-Registration
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
SEGRO PLC AND BRIXTON LIMITED (FORMERLY BRIXTON PLC)
Recommended acquisition
of
Brixton plc
by
SEGRO plc
24 August 2009
Scheme becomes Effective and re-registration
The board of directors of SEGRO plc and Brixton Limited (formerly Brixton plc, ("Brixton")) are pleased to announce that the Scheme to implement the recommended acquisition of Brixton by SEGRO plc has become Effective in accordance with its terms and that Brixton has been re-registered as a private limited company.
Pursuant to the Scheme, a total of 47,548,742 Consideration Shares were issued by SEGRO today to Brixton Shareholders on the register at 5:00 p.m. on 21 August 2009 on the basis of 0.175 Consideration Shares for every Scheme Share held at that time. The Consideration Shares will rank pari passu in all respects with the existing SEGRO Shares.
The total number of SEGRO Shares in issue with voting rights following this issue is 734,333,520.
It is anticipated that admission of the Consideration Shares to the Official List of the UK Listing Authority will occur and dealings in the Consideration Shares on the London Stock Exchange's main market will commence at 8:00 a.m. tomorrow (25 August 2009). It is further anticipated that dealings in Brixton Shares on the London Stock Exchange's main market will be cancelled and the Brixton Shares delisted from the Official List, with effect from 8:00 a.m. (London time) on 25 August 2009. The listing of Brixton Shares on the Official List and trading on the London Stock Exchange's main market was suspended with effect from 7:30 a.m. (London time) this morning.
It is expected that Consideration Shares will be credited to CREST accounts at 8:00 a.m. tomorrow (25 August 2009) and that certificates for Consideration Shares held in certificated form and cheques in respect of any cash consideration arising as a result of fractional entitlements to Consideration Shares will be despatched by 7 September 2009.
The Transaction values the entire issued and to be issued ordinary share capital of Brixton at approximately £165.5 million and each Brixton Share at 60.92 pence (based on the Closing Price of 348.10 pence per SEGRO Share on 21 August 2009, the last practicable date before the Effective Date of the Scheme), representing:
a premium of approximately 22.4 per cent. to the Closing Price of 49.74 pence per Brixton Share on 21 May 2009 (being the last Business Day prior to the commencement of the Offer Period); and
a premium of approximately 109.3 per cent. to Brixton's three month average share price of 29.10 pence per Brixton Share prior to 21 May 2009 (being the last Business Day prior to the commencement of the Offer Period).
Board Changes
In accordance with the Scheme documentation, the board of Brixton further announces that Louise Patten, Nicholas Fry, Stephen Harris, Mark Moran and David Scotland have resigned as directors of Brixton.
Capitalised terms in this announcement have the same meaning as in the Scheme Document dated 17 July 2009.
A copy of this announcement will be available, along with further information on the Transaction, on Brixton's website at www.brixton.plc.uk and on SEGRO plc's website at www.SEGRO.com
For further enquiries, contact:
SEGRO plc
Ian Coull, Chief Executive Tel: +44 (0)20 7491 0177
David Sleath, Group Finance Director
Siva Shankar, Director of Corporate Finance
Brixton
Peter Dawson, Chief Executive Tel: +44 (0)20 7399 4523
Steven Owen, Deputy Chief Executive Tel: +44 (0)20 7399 4532
Duncan Lamb, Communications Tel: +44 (0)20 7399 4535
J.P. Morgan Cazenove/J.P. Morgan Securities (joint financial adviser, joint bookrunner, joint sponsor and joint underwriter to SEGRO)
Mark Preston Tel: +44 (0)20 7588 2828
Robert Fowlds
Barry Weir
Christopher Dickinson
UBS Investment Bank (joint financial adviser, joint bookrunner, joint sponsor, joint underwriter and joint corporate broker to SEGRO)
Fergus Horrobin Tel: +44 (0)20 7567 8000
Liam Beere
Bill Hutchings
Simon Lyons
Merrill Lynch (joint bookrunner, joint sponsor, joint underwriter and joint corporate broker to SEGRO)
Simon Fraser Tel: +44 (0)20 7628 1000
Simon Mackenzie-Smith
Peter Brown
Citigroup Global Markets Limited (joint financial adviser to Brixton)
David Plowman Tel: +44 (0)20 7986 4000
Andrew Forrester
Nomura International plc (joint financial adviser to Brixton)
Charles Donald Tel: +44 (0)20 7102 1000
George Hartley
Nick Sanderson
David Matheson
Maitland (PR adviser to SEGRO)
Colin Browne Tel: +44 (0)20 7379 5151
Liz Morley
This announcement does not constitute an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction, in contravention of applicable law.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Scheme Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of that jurisdiction.
The Consideration Shares issued to Brixton Shareholders under the Scheme have not been, and will not be, registered under the US Securities Act, or under the securities laws of any state, district or other jurisdiction of the United States, the Republic of South Africa, Singapore, Canada or Japan.
The Consideration Shares have been issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, Brixton Shareholders who are or will be deemed to be "affiliates" of the Enlarged Group will be subject to certain transfer restrictions relating to the New SEGRO Shares received in connection with the Scheme.
Neither the content of Brixton's website, SEGRO plc's website nor any website accessible by hyperlinks on such websites is incorporated in, or forms part of, this announcement.
Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Brixton in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Brixton for providing the protections afforded to the clients of Citigroup Global Markets Limited or for providing advice in relation to the matters described in this announcement.
Nomura International plc, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Brixton in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Brixton for providing the protections afforded to the clients of Nomura International plc or for providing advice in relation to the matters described in this announcement.
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for SEGRO in relation to the Transaction, Placing, Open Offer and Admission of the New SEGRO Shares and is not advising any other person and accordingly will not be responsible to any person other than SEGRO for providing the protections afforded to the clients of J.P. Morgan Cazenove or for providing advice in relation to the matters described in this document.
UBS is acting for SEGRO in relation to the Transaction Placing, Open Offer and Admission of the New SEGRO Shares and is not advising any other person and accordingly will not be responsible to any person other than SEGRO for providing the protections afforded to the clients of UBS or for providing advice in relation to the matters described in this document.
Merrill Lynch, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for SEGRO in relation to the Transaction, Placing, Open Offer and Admission of the New SEGRO Shares and is not advising any other person and accordingly will not be responsible to any person other than SEGRO for providing the protections afforded to the clients of Merrill Lynch or for providing advice in relation to the matters described in this document.
Barclays Capital will also be providing financial advice to SEGRO in relation to the Transaction. Barclays Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is not advising any person other than SEGRO and accordingly will not be responsible to any person other than SEGRO for providing the protections afforded to the clients of Barclays Capital or for providing advice in relation to the matters described in this document.
Related Shares:
Segro