Last checked at 5 Nov 2010 15:48
SEGRO plc
5 November 2010
ANNOUNCEMENT OF PROPOSAL BY
SEGRO PLC
Proposal for the substitution of SEGRO plc (the Company) as debtor in respect of the £150,000,000 5.25 per cent. Bonds due 2015 (the 2015 Bonds) and the £210,000,000 6 per cent. Bonds due 2019 (the 2019 Bonds and, together with the 2015 Bonds, the Bonds), each as issued by Brixton Limited (Brixton), and for the modification of certain conditions of the Bonds to conform them to the £300,000,000 6.750 per cent. Notes due 2021 (the SEGRO Notes) issued by the Company.
Brixton has today announced that it is convening meetings of the holders of the Bonds (the Meetings and the Bondholders, respectively) for the purpose of considering and, if thought fit, passing extraordinary resolutions (the Extraordinary Resolutions) to approve a proposal (the Proposal) to substitute the Company in place of Brixton as debtor in respect of the Bonds, and for the modification of certain conditions of the Bonds to conform them to the SEGRO Notes. The Company is inviting Bondholders to consent to the Proposal (the Consent Solicitation) on the terms and subject to the conditions contained in a consent solicitation memorandum dated 5 November 2010 (the Consent Solicitation Memorandum) issued by the Company. The Meetings will be held on 6 December 2010 at 10:00 a.m. (London time) (in the case of the 2015 Bonds) and 10:10 a.m. (or (if later) on conclusion of the previous Meeting) (in the case 2019 Bonds) at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD.
If the Extraordinary Resolution in respect of either Series is passed, the Company shall pay to each eligible Bondholder from whom a valid Solicitation Instruction (as described in the Consent Solicitation Memorandum) is received (and each ineligible Bondholder from whom an Ineligiblity Confirmation (as described in the Consent Solicitation Memorandum) is received) by Lucid Issuer Services Limited (the Tabulation Agent) by 4.00 p.m. (London time) on 18 November 2010 (the Early Instruction Deadline) (and not revoked) an amount of £1 for each £1,000 in principal amount of the Bonds (the Fee) that are the subject of such Solicitation Instruction or Ineligibility Confirmation (as applicable) following the implementation of the Proposal in respect of such Series (subject, in each case, to the terms set out more fully in the Consent Solicitation Memorandum). It is a condition (waivable by the Company) of each of the Extraordinary Resolutions that the other Extraordinary Resolution is passed.
It is a term of the Consent Solicitation that Solicitation Instructions shall be irrevocable from the Early Instruction Deadline, including for any adjourned Meeting, except in the limited circumstances described in the Consent Solicitation Memorandum, and that Ineligibility Confirmations shall be irrevocable from the Early Instruction Deadline, including for any adjourned Meeting.
Copies of the Consent Solicitation Memorandum will be available from the Tabulation Agent.
The Royal Bank of Scotland plc (the Solicitation Agent) has been appointed by the Company to act as solicitation agent in respect of the Consent Solicitation.
The effectiveness of each Extraordinary Resolutions is conditional on the acceptance by the Company of Solicitation Instructions containing instructions to vote in favour of the relevant Extraordinary Resolution in respect of at least (a) 75 per cent. of the outstanding principal amount of the 2015 Bonds and (b) 75 per cent. of the outstanding principal amount of the 2019 Bonds (subject to the discretion of the Company to waive this condition (for each Extraordinary Resolution) in respect of the Bonds the subject of the other Extraordinary Resolution). If this condition is satisfied and a supplemental trust deed relating to the relevant Bonds (each a Supplemental Trust Deed) is executed and becomes effective on or prior to 28 February 2011, the Company will be substituted in place of Brixton as debtor in respect of the Bonds, the conditions will be modified to conform them to the SEGRO Notes and the Fee will be paid no later than three business days after the date on which the relevant Supplemental Trust Deed is executed and becomes effective, in each case in the manner described in the Consent Solicitation Memorandum.
The Company has discussed the Consent Solicitation with a special committee of the Association of British Insurers (ABI) representing approximately 43.5 per cent. of the 2015 Bonds and 45.9 per cent. of the 2019 Bonds. They have informed the Company that they intend to vote in favour of the Proposal.
Requests for information in relation to voting and attendance at the Meeting should be directed to:
The Tabulation Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 (0)20 7704 0880
Attention: Thomas Choquet/Lee Pellicci
Email: segro@lucid-is.com
Requests for information in relation to the Consent Solicitation should be directed to:
The Solicitation Agent
The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
United Kingdom
Telephone: +44 (0)20 7085 9178
Attention: Tom Sermon
Email: liabilitymanagement@rbs.com
The Company
SEGRO plc
Cunard House
15 Regent Street
London SW1Y 4LR
United Kingdom
Telephone: +44 (0)20 7451 9060
Attention: Andrew Pilsworth
Email: andrew.pilsworth@segro.com
Brixton
Brixton Limited
Cunard House
15 Regent Street
London SW1Y 4LR
United Kingdom
Telephone: +44 (0)20 7451 9060
Attention: Andrew Pilsworth
Email: andrew.pilsworth@segro.com
Trustee
The Law Debenture Trust Corporation p.l.c.
Fifth Floor, 100 Wood Street
London EC2V 7EX
United Kingdom
DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation or the Proposal. If you are in doubt as to the action you should take, you are recommended to seek your own financial advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the solicitation. None of the Company, Brixton, the Solicitation Agent, the Tabulation Agent, the Trustee, HSBC plc (as principal paying agent in respect of the Bonds) or Dexia Banque Internationale à Luxembourg, société anonyme (as a paying agent in respect of the 2019 Bonds) makes any recommendation as to whether or not or how holders of Bonds should participate in respect of the Consent Solicitation or the Proposal.
This announcement is not a prospectus, is distributed for information purposes only and does not constitute or form part of any offer or invitation to issue, acquire or dispose of any securities in any jurisdiction
The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required by the Company and the Solicitation Agent to inform themselves about, and to observe, any such restrictions.