22 Jun 2009 09:40
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The availability of the Rights Issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. This announcement is an advertisement and does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any New Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.
22 June 2009
For Immediate Release
Great Portland Estates plc ("Great Portland Estates")
Sale of Rights Issue Rump
Great Portland Estates announced previously that it had received valid acceptances in respect of 126,777,488 New Shares, representing approximately 96.3 per cent. of the total number of New Shares offered to Shareholders pursuant to the 8 for 11 underwritten Rights Issue announced by Great Portland Estates on 19 May 2009 (the "Rights Issue").
Great Portland Estates confirms that, in accordance with the arrangements set out in Part 3 of the Prospectus dated 19 May 2009, Credit Suisse Securities (Europe) Limited and J.P. Morgan Cazenove Limited, acting as Joint Bookrunners, have procured purchasers on 22 June 2009 for the remaining 4,875,627 New Shares, for which valid acceptances were not received, at a price of £2.25 per New Share.
The net proceeds from the sale of these New Shares, after deduction of the Rights Issue price of £1.33 per New Share and the expenses of procuring purchasers (including any applicable brokerage fees and commissions and amounts in respect of value added tax), will, save for amounts less than £5.00, be paid without interest to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata, to their lapsed provisional allotments.
Defined terms used in this announcement shall have the same meanings as in the Prospectus relating to the Rights Issue dated 19 May 2009, unless the context requires otherwise.
- ENDS -
Contacts
| Enquiries: | |
| Great Portland Estates plc | +44 (0) 20 7647 3000 |
| Desna Martin | |
| Credit Suisse | +44 (0) 20 7888 8888 |
| James Leigh-Pemberton | |
| Robert Mayhew | |
| J.P. Morgan Cazenove Limited | +44 (0) 20 7588 2828 |
| Jonathan Wilcox | |
| Bronson Albery | |
| Lazard | +44 (0) 20 7187 2000 |
| William Rucker | |
| Patrick Long | |
| Finsbury | +44 (0) 20 7251 3801 |
| James Murgatroyd | |
| Gordon Simpson |
Neither the content of Great Portland Estate plc's website nor any website accessible by hyperlinks to Great Portland Estate plc's website is incorporated in, or forms part of, this announcement.
Distribution of this announcement and the transfer of New Shares into jurisdictions other than the United Kingdom may be restricted by law. These materials are not for distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and dependencies, any state or the United States and the District of Columbia) or any Excluded Territory. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. In particular, all Overseas Shareholders and any person (including, without limitation, agents, custodians, nominees or trustees) who has a contractual or other legal obligation to forward this announcement or any other documents issued by the Company in connection with the Rights Issue, if and when received, to a jurisdiction outside the United Kingdom, should read section 2.5 of part 3 (Terms and Conditions of the Rights Issue) of the Prospectus. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The New Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under any securities laws 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, within the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of these securities in the United States.
The New Shares will also not be registered under the securities laws of any Excluded Territory 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.
Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd and Lazard & Co., Limited, each of whom are authorised and regulated in the United Kingdom by the FSA, are acting for Great Portland Estates and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than Great Portland Estates for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any matters referred to in this document.
Apart from the responsibilities and liabilities, if any, which may be imposed on each of Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd and Lazard & Co., Limited by the Financial Services and Markets Act 2000, each of Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd and Lazard & Co., Limited accepts no responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on behalf of them, in connection with Great Portland Estates, the New Shares or the Rights Issue. Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd and Lazard & Co., Limited accordingly disclaim 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 document or any such statement.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by Great Portland Estates, Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd or Lazard & Co., Limited. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the business of Great Portland Estates since the date of this announcement or that the information in it is correct as at any subsequent date.