24th Aug 2009 11:09
Scheme of Arrangement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Brixton plc
24 August 2009
Recommended Acquisition of Brixton plc by SEGRO plc
Court Sanction of the Scheme and Confirmation of the Capital Reduction
The Board of Brixton plc is pleased to announce that on 24 August 2009 the Court sanctioned the Scheme and confirmed the Capital Reduction required to effect the recommended acquisition of Brixton plc by SEGRO plc. The Scheme and its implementation were approved by Brixton Shareholders on 10 August 2009.
It is expected that the Scheme will become effective on registration of an office copy of the Court Order by the Registrar of Companies later today (and not on 25 August 2009, as previously anticipated).
The listing of Brixton Shares on the Official List and trading on the London Stock Exchange, which was suspended with effect from 7:30 a.m. today, is expected to be cancelled at the request of Brixton plc, with effect from commencement of business on 25 August 2009.
Upon completion of the Transaction, holders of Brixton Shares (other than SEGRO plc) will be entitled to receive 0.175 of a SEGRO Share for each Brixton Share held at the Scheme Record Time (5.00 p.m. on 21 August 2009).
Fractions of Consideration Shares will not be allotted, but will be aggregated and sold in the market and the net proceeds of such sales will be paid in cash to such Scheme Shareholders entitled thereto in accordance with their fractional entitlements.
The Consideration Shares are expected to be issued later today upon the scheme becoming effective and to be admitted to listing on the Official List and trading on the London Stock Exchange's main market and to trading on Euronext Paris at 8:00 a.m. on 25 August 2009.
The indicative timetable of the remaining principal events required to implement the Scheme is currently expected to be as follows:
|
24 August 2009 |
Effective Date of the Scheme |
|
24 August 2009 |
Issue of Consideration Shares |
|
25 August 2009 |
Delisting of Brixton Shares |
|
25 August 2009 at 8:00 a.m. |
Admission to trading of and commencement of dealings in Consideration Shares on the London Stock Exchange and Euronext Paris |
|
25 August 2009 |
Crediting of Consideration Shares to CREST accounts |
|
7 September 2009 |
Latest date for despatch of share certificates in respect of Consideration Shares |
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 plc's website at www.brixton.plc.uk
For further enquiries, contact:
Brixton plc
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
Citigroup Global Markets Limited
David Plowman Tel: +44 (0)20 7986 4000
Andrew Forrester
Nomura International plc
Charles Donald Tel: +44 (0)20 7102 1000
George Hartley
Nick Sanderson
David Matheson
Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Brixton plc 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 plc 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 plc 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 plc 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.
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 Transaction is made solely through the Scheme Document, which was posted to Brixton Shareholders on 17 July 2009 and which contains the full terms and conditions of the Transaction.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. The availability of Consideration Shares under the terms of the Scheme (or, if the offer is implemented by way of an Offer, of that Offer), if made, to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. 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.
Neither the content of Brixton plc's website nor any website accessible by hyperlinks on Brixton plc's website is incorporated in, or forms part of, this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of SEGRO plc or Brixton plc, all "dealings" in any "relevant securities" of SEGRO plc or Brixton plc (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes Effective (or if implemented by way of an Offer, the Offer becomes, or is declared, unconditional as to acceptances) or otherwise lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of SEGRO plc or Brixton plc, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of SEGRO plc or Brixton plc by SEGRO plc or Brixton plc, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Related Shares:
Segro