Scheme becomes Effective
24 August 2009 - 6:34PM
UK Regulatory
TIDMBXTN TIDMSGRO
RNS Number : 9280X
Brixton PLC
24 August 2009
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 GBP165.5 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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