Last checked at 28 Mar 2017 10:22
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
28 March 2017
SEGRO plc
SUCCESSFUL PLACING OF RIGHTS ISSUE RUMP
Following the announcement earlier today regarding valid acceptances under the fully underwritten 1 for 5 Rights Issue announced by SEGRO plc (the "Company") on 10 March 2017, the Company confirms that Merrill Lynch International and UBS Limited, in their capacity as Joint Bookrunners, have successfully procured subscribers for all of the 3,691,809 New Ordinary Shares for which valid acceptances were not received, representing approximately 2.2 per cent. of the total number of New Ordinary Shares to be issued pursuant to the fully underwritten Rights Issue, at a price of 452 pence per New Ordinary Share.
The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Issue Price of 345 pence per New Ordinary Share and the expenses of procuring subscribers including any applicable brokerage commissions, currency conversion costs and any amounts in respect of value added tax which are not recoverable) will be paid (without interest) to those Shareholders whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5.00 will not be paid to such persons but will be paid to the Company.
Defined terms in this announcement shall have the same meanings as in the Prospectus dated 10 March 2017, unless the context requires otherwise.
For further information, please contact:
SEGRO plc:
David Sleath, Chief Executive +44 (0) 20 7451 9120
Soumen Das, Chief Financial Officer +44 (0) 20 7451 9110
Harry Stokes, Head of Investor Relations and Research +44 (0) 20 7451 9124
BofA Merrill Lynch: +44 (0) 20 7628 1000
Joint Global Co-ordinator, Joint Sponsor and Joint Bookrunner
Simon Mackenzie Smith
Edward Peel
Richard Abel
James Fleming
UBS Investment Bank: +44 (0) 20 7567 8000
Joint Global Co-ordinator, Joint Sponsor and Joint Bookrunner
John Woolland
Fergus Horrobin
Thomas Raynsford
Christopher Smith
Media enquiries:
Richard Sunderland, FTI Consulting +44 (0) 20 3727 1000
Claire Turvey, FTI Consulting +44 (0) 20 3727 1000
IMPORTANT NOTICE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. THESE WRITTEN MATERIALS DO NOT CONSTITUTE AN OFFER TO BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR THE NEW ORDINARY SHARES OR ANY OTHER SECURITIES. THIS ANNOUNCEMENT CANNOT BE RELIED UPON FOR ANY INVESTMENT CONTRACT OR DECISION. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE.
The information contained herein is not for distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, South Africa or any of the other Excluded Territories. The distribution of this Announcement and/or the Prospectus and/or the Provisional Allotment Letter and/or the transfer of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights (the "Securities") into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this Announcement and/or the Prospectus and/or the Provisional Allotment Letter comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. There will be no public offer of Securities in the United States, South Africa or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the 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, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, 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.
The offering of the Securities is only being made in Canada pursuant to exemptions from the prospectus and registration requirements that otherwise apply to a distribution of securities under applicable Canadian securities legislation. Any offer or solicitation in Canada must be made through a dealer that is appropriately registered under the laws of the applicable province or territory of Canada, or pursuant to an exemption from that requirement. Any resale of the Securities in Canada must be made under available statutory exemptions.
Merrill Lynch International and UBS Limited are acting as Joint Global Co-ordinators, Joint Bookrunners and Joint Sponsors for the Company, and Barclays Bank PLC, BNP Paribas and HSBC Bank plc are acting as Co-Bookrunners for the Company (collectively the "Bookrunners"). Each of the Bookrunners is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Rights Issue, and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in connection with the Rights Issue or any other matters referred to in this Announcement.
In connection with the Rights Issue, each of the Bookrunners, and any of their respective affiliates, acting as investor for its own account, may take up the Securities and/or related instruments in the Rights Issue and in that capacity may retain, purchase or sell for its own account such securities and any New Ordinary Shares or related investments and may offer or sell such New Ordinary Shares or other investments otherwise than in connection with the Rights Issue. Accordingly, references in this Announcement to New Ordinary Shares being offered or placed should be read as including any offering or placement of New Ordinary Shares to any of the Bookrunners or any of their respective affiliates acting in such capacity. None of the Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition the Bookrunners or their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of New Ordinary Shares. The Company also intends to use a portion of the net proceeds of the Rights Issue to repay facilities provided by certain of the Bookrunners, as noted in the Prospectus.
This Announcement is being 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 whatsoever is or will be accepted by the Bookrunners nor any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this Announcement, including its accuracy, completeness, fairness or verification or regarding the legality of any investment in the Securities or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of any Bookrunner or any of their respective affiliates in connection with the Company, the New Ordinary Shares or the Rights Issue and nothing in this Announcement is or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future and any responsibility therefor is expressly disclaimed. The Bookrunners and each of their respective affiliates accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise in respect of this Announcement or any such statement and no representation or warranty, express or implied, is made by any Bookrunner or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Securities. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. None of the Company, the Bookrunners, or any of their respective representatives, is making any representation to any offeree or purchaser of the Securities regarding the legality of an investment in the Securities by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice in connection with the purchase of the Securities. In making an investment decision, each investor must rely on their own examination, analysis and enquiry of the Company and the terms of the Rights Issue, including the merits and risks involved.
The New Ordinary Shares to be issued pursuant to the Rights Issue will not be admitted to trading on any stock exchange other than the London Stock Exchange.
The most recent Annual and Interim Reports and other information are available on the SEGRO website at www.segro.com/investors. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation concerning the Rights Issue.