LXB.L Regulatory News (LXB)

20 Oct 2009 07:01

RNS Number : 0502B LXB Retail Properties Plc 20 October 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO US PERSONSOR INTO THE UNITED STATES, OR INTO OR FROM CANADA, JAPAN OR AUSTRALIA This announcement is not an admission document. This announcement does not constituteor form part of, and should not be construed as, any offer or invitation to sellor issue, or any solicitation of any offer to purchase or subscribe for, any sharesin 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 connectionwith, any contract or investment decision in relation thereto. This announcementdoes not constitute a recommendation regarding any securities. Any investment decision must be made exclusively on the basis of the final admissiondocument to be published by the Company and any supplement thereto (the "AdmissionDocument"). A copy of the Admission Document will be available on the Company'swebsite following Admission For Immediate Release 20 October 2009 LXB Retail Properties Plc ("LXB Retail", or the "Company") 20 October 2009 The London Stock Exchange 10 Paternoster Square London, EC4M 7LS Dear Sirs LXB Retail Properties Plc - Offering of 110,000,000 Ordinary Shares Stabilisation Notice Pursuant to Core Dealing Rule 3060-3061, J.P. Morgan Cazenove Limited hereby notifiesthe London Stock Exchange that it and its affiliates may stabilise the offering ofthe Ordinary Shares of no par value in LXB Retail Properties Plc: Security to be stabilised: Ordinary Shares of no par value in LXB Retail PropertiesPlc; Security Identifier: JE00B4MFKH73; Stabilising Manager: J.P. Morgan Cazenove Limited (a member firm) (Contact - GregChamberlain - 020 7588 2828); Stabilisation period commences: 20 October 2009 at approximately 08:00am London time; Stabilisation period ends: Close of business on 18 November 2009; Offer price: 100 pence per share; and Over-allotment option: up to 4.215m Ordinary Shares (3.83 per cent. of the Offering) Yours faithfully J.P. Morgan Cazenove Limited This announcement does not constitute an offer to sell or the solicitation of anoffer to buy Shares in any jurisdiction. Any such offer, if made, will be made pursuantto the Admission Document proposed to be published in due course. In particular,this announcement is not for distribution in or into the United States, Canada, Australiaor Japan or to any national resident or citizen of the United States, Canada, Australiaor Japan. The distribution of this announcement in other jurisdictions including(without limitation) the United States, Canada, Australia and Japan (or to any residentthereof) may be restricted by law and therefore persons into whose possession thisannouncement comes should inform themselves of and observe any such restrictions.Any failure to comply with these restrictions may constitute a violation of the securitieslaws of any such jurisdiction. The Shares have not been, and will not be, registered under the Securities Act. TheShares cannot be offered, re-sold, pledged or otherwise transferred, directly orindirectly, within the United States or to, or for the account or benefit of, anyUS Person, except pursuant to an exemption from, or in a transaction not subjectto, the registration requirements of the Securities Act. The Shares are being offeredand sold outside the United States in reliance on Regulation S, and within the UnitedStates pursuant to an exemption from the registration requirements of the SecuritiesAct. The Company has not been, and will not be, registered under the Investment CompanyAct, in reliance on Section 3(c)(7) thereof, and investors will not be entitled tothe benefits of that Act. Accordingly, Shares are only being offered to US Personsthat are qualified institutional buyers (as defined in Rule 144A under the SecuritiesAct), and are also qualified purchasers (as defined in Section 2(a)(51) of the InvestmentCompany Act). In addition, the Shares may not be acquired by investors using assetsof 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, localor foreign law that is similar to the provisions of Section 406 of ERISA or Section4975 of the Code. Violation of these restrictions could result in forfeiture or mandatorytransfer of Shares. In the United Kingdom, this announcement is only being distributed to and is onlydirected at: (a) investment professionals falling within Article 19(5) of the FinancialServices and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (b)high net worth companies, unincorporated associations and other bodies falling withinArticle 49(2)(a) to (d) of the Order and (c) other persons to whom it may lawfullybe 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, relevantpersons. Any person who is not a relevant person should not act or rely on this announcementor any of its contents. In any European Economic Area ("EAA") Member State that has implemented Directive2003/71/EC (together with any applicable implementing measures in any Member State,the "Prospectus Directive"), this communication is only addressed to and is onlydirected at: (a) qualified investors in that Member State within the meaning of Article2(1)(e) of the Prospectus Directive; and (b) other persons who are permitted to purchasethe Shares pursuant to an exemption under the Prospectus Directive and other applicableregulations. This announcement has been prepared on the basis that all offers ofShares will be made pursuant to an exemption under the Prospectus Directive, as implementedin member states of the EEA, from the requirement to produce a prospectus for offersof Shares. Accordingly, any person making or intending to make any offer within theEEA of the Shares which are the subject of the Admission contemplated in this announcementshould 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 prospectusfor such offer. None of the Company, J.P. Morgan Cazenove, J.P. Morgan Securitiesand Oriel Securities has authorised, nor do they authorise, the making of any offerof Shares through any financial intermediary, other than offers made by J.P. MorganCazenove or Oriel Securities which constitute the final placement of Shares contemplatedin this announcement. The Company is established in Jersey as an unregulated exchange-traded fund for thepurposes of the Collective Investment Funds (Unregulated Funds) (Jersey) Order 2008.The Company is not regulated in Jersey. The Jersey Financial Services Commissionhas neither evaluated nor approved the scheme or arrangement of the Company, partiesinvolved in the promotion, management or administration of the Company or this announcement.The Jersey Financial Services Commission has no ongoing responsibility to monitorthe performance of the Company, to supervise the management of the Company or toprotect the interests of investors in the Company. Ogier Corporate Finance Limited, which is a member of the CISX, is the sponsor tothe listing on the CISX and is acting exclusively for the Company in relation tothe admission to the CISX and no one else, and will not be responsible to anyoneother than the Company for providing the protections afforded to customers of OgierCorporate Finance Limited, nor for providing advice in relation to the admissionto the CISX, the contents of this announcement or any transaction or arrangementreferred to herein. J.P. Morgan Cazenove and J.P. Morgan Securities are regulated in the United Kingdomby the Financial Services Authority. J.P. Morgan Cazenove is acting as nominatedadviser, bookrunner, lead manager and joint broker to the Company in connection withthe matters described in this announcement. J.P. Morgan Cazenove's responsibilitiesas the Company's nominated adviser under the AIM Rules are owed solely to the LondonStock Exchange and are not owed to the Company or to any director or to any otherperson in respect of his decision to acquire Shares in the Company in reliance onany part of this announcement. J.P. Morgan Securities is acting as joint underwriterin connection with the Placing. J.P. Morgan Cazenove and J.P. Morgan Securities areacting for the Company in relation to the Placing and the AIM Admission and no oneelse and will not be responsible to anyone other than the Company for providing theprotections afforded to their clients, nor for providing advice in relation to thePlacing and the AIM Admission, the contents of this announcement or any transactionor arrangement referred to herein. Oriel Securities, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting as co-lead manager, joint broker and joint underwriter to theCompany in connection with the matters described herein. Oriel Securities is actingfor the Company in relation to the Placing and no one else and will not be responsibleto 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 announcementor any transaction or arrangement referred to herein. No reliance may be placed for any purposes whatsoever on the information containedin this announcement or on its completeness. No representation or warranty, expressor implied, is given by or on behalf of the Company, J.P. Morgan Cazenove, J.P. MorganSecurities or Oriel Securities or any of such persons' directors, officers or employeesor any other person as so to the accuracy, completeness or verification of the informationor the opinions contained in this announcement and no liability is accepted for anysuch information or opinions. No statement in this announcement is intended to benor may be construed as a profit forecast. This announcement includes statements that are, or may be deemed to be, "forward-lookingstatements". These forward-looking statements can be identified by the use of forward-lookingterminology, including the terms "believes", "estimates", "anticipates", "expects","intends", "may", "will" or "should" or, in each case, their negative orother variations or comparable terminology. These forward-looking statements relateto matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties becausethey relate to events and depend on circumstances that may or may not occur in thefuture. Forward-looking statements are not guarantees of future performance. TheCompany's actual investment performance, results of operations, financial condition,liquidity, dividend policy and the development of its financing strategies may differmaterially from the impression created by the forward-looking statements containedin this announcement. In addition, even if the investment performance, result ofoperations, financial condition, liquidity and dividend policy of the Company anddevelopment of its financing strategies, are consistent with the forward-lookingstatements contained in this announcement, those results or developments may notbe 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 andthe Listing Rules), the Company expressly disclaims any obligations to update orrevise any forward-looking statement contained herein to reflect any change in expectationswith regard thereto or any change in events, conditions or circumstances on whichany statement is based. In connection with the Placing, J.P. Morgan Cazenove, or any of its agents, may (butwill be under no obligation to), to the extent permitted by law, over allot or effectother transactions intended to enable it to satisfy any over allotments or whichstabilise, 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 securitiesin the Company, in each case at levels which might not otherwise prevail in the openmarket. J.P. Morgan Cazenove is not required to enter into such transactions andsuch transactions may be effected on any stock market, over-the-counter market, orotherwise. Such transactions if commenced may be discounted at any time and may onlybe entered into between the commencement of conditional trading of the Shares and30 days thereafter. There will be no obligations on J.P. Morgan Cazenove, or anyof its agents, to effect stabilising transactions and no assurance is given thatstabilising transactions will be undertaken. Such transactions, if commenced, maybe discontinued at any time without prior notice. In no event will measures be takento stabilise the market price of the Shares above the Placing Price. Save as requiredby any legal or regulatory obligation, neither J.P. Morgan Cazenove nor any of itsagents intends to disclose the extent of any over-allotment and/or stabilisationtransactions under the Placing. This information is provided by RNS The company news service from the London Stock Exchange END