23 Oct 2009 08:08
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO US PERSONS OR INTO THE UNITED STATES, OR INTO OR FROM CANADA, JAPAN OR AUSTRALIA
LXB RETAIL PROPERTIES PLC
This announcement is not an admission document. This announcement does not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This announcement does not constitute a recommendation regarding any securities.
Any investment decision must be made exclusively on the basis of the final admission document published by the Company and any supplement thereto (the "Admission Document"). A copy of the Admission Document is available on the Company's website.
| For Immediate Release | 23 October 2009 |
LXB Retail Properties Plc ("LXB Retail", or the "Company")
Completion of IPO and Admission on AIM and CISX
LXB Retail, a newly-formed Jersey-incorporated closed-ended real estate investment company, announces the successful completion of its IPO and that Admission to trading on AIM and CISX under the ticker "LXB" took place at 8.00am this morning.
J.P. Morgan Cazenove is acting as NOMAD, bookrunner, lead manager and joint broker. Oriel Securities is acting as co-lead manager and joint broker.
Copies of the Admission Document in relation to the Company's admission to trading on AIM and CISX and dated 20 October 2009 are available, free of charge, at the offices of LXB Retail Properties Plc at Whiteley Chambers, Don Street, St Helier, Jersey, JE4 9WG until one month from the date of Admission. In addition, the Admission Document is available for viewing on the Company's website at www.lxbretailproperties.com.
Capitalised terms used, but not defined, in this announcement have the same meanings given to them in the Admission Document.
For further information please contact:
LXB Manager LLP Tel: 020 7432 7900
Tim Walton, CEO
Brendan O'Grady, FD
J.P. Morgan Cazenove Limited Tel: 020 7588 2828
Robert Fowlds / Bronson Albery / Shona Graham
Oriel Securities Limited Tel: 020 7710 7600
Mark Young / Richard Crawley / Sapna Shah
Buchanan Communications Tel: 020 7466 5000
Charles Ryland / Nicola Cronk / Miranda Higham
This announcement does not constitute an offer to sell or the solicitation of an offer to buy Shares in any jurisdiction. Any such offer, if made, will be made pursuant to the published Admission Document. In particular, this announcement is not for distribution in or into the United States, Canada, Australia or Japan or to any national resident or citizen of the United States, Canada, Australia or Japan. The distribution of this announcement in other jurisdictions including (without limitation) the United States, Canada, Australia and Japan (or to any resident thereof) may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Shares have not been, and will not be, registered under the Securities Act. The Shares cannot be offered, re-sold, pledged or otherwise transferred, directly or indirectly, within the United States or to, or for the account or benefit of, any US Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Shares are being offered and sold outside the United States in reliance on Regulation S, and within the United States pursuant to an exemption from the registration requirements of the Securities Act.
The Company has not been, and will not be, registered under the Investment Company Act, in reliance on Section 3(c)(7) thereof, and investors will not be entitled to the benefits of that Act. Accordingly, Shares are only being offered to US Persons that are qualified institutional buyers (as defined in Rule 144A under the Securities Act), and are also qualified purchasers (as defined in Section 2(a)(51) of the Investment Company Act). In addition, the Shares may not be acquired by investors using assets of any employee benefit plan or plan that is subject to Part 4 of Title I of ERISA, or Section 4975 of the Code or by investors subject to any US federal, state, local or foreign law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code. Violation of these restrictions could result in forfeiture or mandatory transfer of Shares.
In the United Kingdom, this announcement is only being distributed to and is only directed at: (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (b) high net worth companies, unincorporated associations and other bodies falling within Article 49(2)(a) to (d) of the Order and (c) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
In any European Economic Area ("EAA") Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), this communication is only addressed to and is only directed at: (a) qualified investors in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive; and (b) other persons who are permitted to purchase the Shares pursuant to an exemption under the Prospectus Directive and other applicable regulations. This announcement has been prepared on the basis that all offers of Shares will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of Shares. Accordingly, any person making or intending to make any offer within the EEA of the Shares which are the subject of the Admission contemplated in this announcement should only do so in circumstances in which no obligation arises for the Company, J.P. Morgan Cazenove, J.P. Morgan Securities or Oriel Securities to produce a prospectus for such offer. None of the Company, J.P. Morgan Cazenove, J.P. Morgan Securities and Oriel Securities has authorised, nor do they authorise, the making of any offer of Shares through any financial intermediary, other than offers made by J.P. Morgan Cazenove or Oriel Securities which constitute the final placement of Shares contemplated in this announcement.
The Company is established in Jersey as an unregulated exchange-traded fund for the purposes of the Collective Investment Funds (Unregulated Funds) (Jersey) Order 2008. The Company is not regulated in Jersey. The Jersey Financial Services Commission has neither evaluated nor approved the scheme or arrangement of the Company, parties involved in the promotion, management or administration of the Company or this announcement. The Jersey Financial Services Commission has no ongoing responsibility to monitor the performance of the Company, to supervise the management of the Company or to protect the interests of investors in the Company.
Ogier Corporate Finance Limited, which is a member of the CISX, is the sponsor to the listing on the CISX and is acting exclusively for the Company in relation to the admission to the CISX and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Ogier Corporate Finance Limited, nor for providing advice in relation to the admission to the CISX, the contents of this announcement or any transaction or arrangement referred to herein.
J.P. Morgan Cazenove and J.P. Morgan Securities are regulated in the United Kingdom by the Financial Services Authority. J.P. Morgan Cazenove is acting as nominated adviser, bookrunner, lead manager and joint broker to the Company in connection with the matters described in this announcement. J.P. Morgan Cazenove's responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any director or to any other person in respect of his decision to acquire Shares in the Company in reliance on any part of this announcement. J.P. Morgan Securities is acting as joint underwriter in connection with the Placing. J.P. Morgan Cazenove and J.P. Morgan Securities are acting for the Company in relation to the Placing and the AIM Admission and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their clients, nor for providing advice in relation to the Placing and the AIM Admission, the contents of this announcement or any transaction or arrangement referred to herein.
Oriel Securities, which is regulated in the United Kingdom by the Financial Services Authority, is acting as co-lead manager, joint broker and joint underwriter to the Company in connection with the matters described herein. Oriel Securities is acting for the Company in relation to the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction or arrangement referred to herein.
No reliance may be placed for any purposes whatsoever on the information contained in this announcement or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company, J.P. Morgan Cazenove, J.P. Morgan Securities or Oriel Securities or any of such persons' directors, officers or employees or any other person as so to the accuracy, completeness or verification of the information or the opinions contained in this announcement and no liability is accepted for any such information or opinions. No statement in this announcement is intended to be nor may be construed as a profit forecast.
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual investment performance, results of operations, financial condition, liquidity, dividend policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the investment performance, result of operations, financial condition, liquidity and dividend policy of the Company and development of its financing strategies, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.
These forward-looking statements speak only as at the date of this announcement. Subject to its legal and regulatory obligations (including under the AIM Rules and the Listing Rules), the Company expressly disclaims any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.
In connection with the Placing, J.P. Morgan Cazenove, or any of its agents, may (but will be under no obligation to), to the extent permitted by law, over allot or effect other transactions intended to enable it to satisfy any over allotments or which stabilise, maintain or otherwise affect the market price of the Shares or any options, warrants or rights with respect to, or interests in, the Shares or other securities in the Company, in each case at levels which might not otherwise prevail in the open market. J.P. Morgan Cazenove is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, or otherwise. Such transactions if commenced may be discounted at any time and may only be entered into between the commencement of conditional trading of the Shares and 30 days thereafter. There will be no obligations on J.P. Morgan Cazenove, or any of its agents, to effect stabilising transactions and no assurance is given that stabilising transactions will be undertaken. Such transactions, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the Placing Price. Save as required by any legal or regulatory obligation, neither J.P. Morgan Cazenove nor any of its agents intends to disclose the extent of any over-allotment and/or stabilisation transactions under the Placing.