14 Jul 2010 17:06
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO US PERSONS OR INTO THE UNITED STATES, OR INTO OR FROM CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA
For immediate release 14 July 2010
LXB RETAIL PROPERTIES PLC
("LXB Retail" or the "Company")
RESULT OF PLACING
LXB Retail, the Jersey based closed end real estate investment company, is pleased to announce the result of the Placing announced earlier today.
A total of 40,692,536 Placing Shares have been placed by the Bookrunners at a price of 96 pence per Placing Share, raising gross proceeds of approximately £39.1 million.
The Placing is conditional upon, amongst other things, passing of all the Resolutions at the Extraordinary General Meeting, Admission becoming effective no later than 8.00 a.m. on 3 August 2010 (or such later time and date, not being later than 10 August 2010, as the Company may agree with the Bookrunners) and the Placing Agreement between the Company, the Investment Manager and the Bookrunners not being terminated prior to Admission.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to AIM. Application will also be made to the CISX for the Placing Shares to be admitted to listing on the Daily Official List of the CISX. It is expected that Admission will take place at 8.00 a.m. on 3 August 2010 and that dealings in the Placing Shares on AIM and on the CISX will commence at that time.
Notice of Extraordinary General Meeting and a Shareholder circular are expected to be published on 16 July 2010.
Capitalised terms in this announcement shall have the same meaning as in the announcement released earlier today by the Company.
Enquiries
LXB Manager LLP Tel: 020 7432 7900
Tim Walton, CEO
Brendan O'Grady, FD
J.P. Morgan Cazenove (NOMAD, Joint Broker and Joint Bookrunner) Tel: 020 7588 2828
Robert Fowlds / Bronson Albery / Barry Meyers
Oriel Securities (Joint Broker and Joint Bookrunner) Tel: 020 7710 7600
Mark Young / Tom Durie / James Nevin
Buchanan Communications Tel: 020 7466 5000
Charles Ryland / Nicola Cronk / George Prassas
Important Information
This Announcement is not for publication, release or distribution, directly or indirectly, in whole or in part, to US Persons or in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, South Africa or Japan or any jurisdiction into which the same would be unlawful.
This Announcement is for information purposes only and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase or subscribe for Placing Shares or other securities in the capital of the Company in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction in which such offer or solicitation is or may be unlawful and should not be relied upon in connection with any decision to acquire the Placing Shares or other securities in the capital of the Company. No public offer of securities of the Company is being made in the United Kingdom or elsewhere.
This Announcement is not an offer of securities for sale in or into the United States. The Placing Shares have not been and will not be registered under the Securities Act or under the laws of any State of the United States and may not be offered or sold in or into the United States or to US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities will be made in the United States. The Placing Shares are being offered and sold outside of the United States in reliance of Regulation S of the Securities Act, and within 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 of Section 3(c)(7) thereof, and investors will not be entitled to the benefits of that Act. Accordingly, Placing 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).
Prospective investors should note that, except with the express consent of the Company given in respect of an investment in the Placing, the Placing Shares may not be acquired by investors using assets of (i) an employee benefit plan that is subject to the fiduciary responsibility or prohibited transaction provisions of Title I ERISA, (including, as applicable, assets of an insurance company general account) or a plan that is subject to the prohibited transaction provisions of Section 4975 of the Code, (including an individual retirement account), (ii) an entity whose underlying assets include "plan assets" by reason of a plan's investment in the entity, (iii) a "benefit plan investor" as otherwise defined in Section 3(42) of ERISA or regulations promulgated by the US Department of Labor or (iv) a plan, individual retirement account or other arrangement that is subject to any Similar Law. Violation of these restrictions could result in mandatory transfer of Shares.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunners or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
In the United Kingdom, this Announcement is only addressed to and directed at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (ii) falling within Article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order; and (iii) other persons to whom it may otherwise lawfully be communicated. The Placing 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 ("EEA") 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 Placing 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 Placing 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 Placing Shares. Accordingly, any person making or intending to make any offer within the EEA of the Placing 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 or Oriel Securities to produce a prospectus for such offer. None of the Company, J.P. Morgan Cazenove or Oriel Securities has authorised, nor do they authorise, the making of any offer of Placing Shares through any financial intermediary, other than offers made by J.P. Morgan Cazenove or Oriel Securities which constitute the final placement of Placing 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.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, South Africa or Japan or any other jurisdiction outside the United Kingdom. No action has been taken by the Company or the Bookrunners or any of their respective affiliates that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunners to inform themselves about, and to observe, any such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser, joint broker and joint bookrunner to the Company in connection with the matters described herein. 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 is document. J.P. Morgan Cazenove is 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 its 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 authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint broker and joint bookrunner 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.
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 CISX Admission 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 CISX Admission to the CISX, the contents of this Announcement or any transaction or arrangement referred to herein.