17th Oct 2006 14:53
Morgan Stanley Securities Limited17 October 2006 Morgan Stanley Securities Limited17 October 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN PROPOSED PLACING OF ORDINARY SHARES Morgan Stanley Securities Limited (the "Manager") announces an acceleratedbookbuilt offer of up to 25,300,000 ordinary shares (the "Placing Shares") inGreat Portland Estates PLC (the "Company"), representing in aggregateapproximately 15.5% of the issued ordinary share capital of the Company (the "Placing"). Subject to demand, price and market conditions, the size of thePlacing may be increased at the discretion of the Manager. The proposed seller of the ordinary shares which are subject to the Placing isGarville Limited, acting in its capacity as General Partner of Giraffe LimitedPartnership (the "Seller"). The Seller is owned by real estate private equityfunds managed by affiliates of Morgan Stanley. If the Placing proceeds, the exact number of Placing Shares and the placingprice will be decided at the close of the accelerated bookbuilding periodfollowing agreement between the Manager and the Seller, and a furtherannouncement will be made by the Manager at that time. The books for the Placing Shares will open with immediate effect. The resultsof the Placing are expected to be announced as soon as practicable following theclosing of the books. The timing of closing of the books will be at theabsolute discretion of the Manager. Dated 17 October 2006 Enquiries: Morgan Stanley Securities Limited Henrik Gobel +44 20 7425 9069 Jonathan Lane +44 20 7425 4303 MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLYADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THEMEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE") AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERSRELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR AREPERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR ARE PERSONS TO WHOM AN OFFEROF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS TOGETHERBEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACINGSET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHOARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGEDIN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE ANOFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY INTHE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION INWHICH SUCH AN OFFER OF SOLICITATION IS UNLAWFUL. THE PLACING SHARES HAVE NOTBEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENTREGISTRATION OR AN EXEMPTION FROM REGISTRATION. THERE WILL BE NO PUBLICOFFERING OF SECURITIES IN THE UNITED STATES. ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING MUST BE MADE SOLELY ONTHE BASIS OF PUBLICLY AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLYVERIFIED BY THE MANAGER OR THE SELLER. NEITHER THIS ANNOUNCEMENT NOR ANY COPYOF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN ORINTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. ANY FAILURE TO COMPLY WITHTHIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN,AUSTRALIAN OR JAPANESE SECURITIES LAWS. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE PLACINGSHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEENTAKEN BY THE MANAGER, OR ANY OF ITS AFFILIATES, OR ANY OTHER PERSON THAT WOULDPERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THISANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACINGSHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONSINTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE MANAGER TOINFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. THE MANAGER WILL ACT EXCLUSIVELY FOR THE SELLER AND NO ONE ELSE IN CONNECTIONWITH THE PLACING. IT WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT ARECIPIENT OF THIS DOCUMENT) AS ITS CLIENT IN RELATION TO THE PLACING AND WILLNOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONSAFFORDED TO ITS CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE PLACING OR ANYTRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. Morgan Stanley Securities Limited is authorised and regulated by the FinancialServices Authority. Its registered address is at 25 Cabot Square, London E144QW. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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