12 Aug 2010 13:42
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
12 August 2010
DEVELOPMENT SECURITIES PLC
Result of Rump Placing
Following the announcement earlier today regarding valid acceptances under the fully underwritten 5 for 12 Rights Issue announced on 22 July 2010, the Company confirms that Collins Stewart Europe Limited and Barclays Capital, in their capacity as Joint Bookrunners, have procured subscribers for 3,232,678 or 35.28 per cent. of the 9,161,711 New Shares for which valid acceptances were not received, representing 8.98 per cent. of New Shares, at a price of 250.1 pence per New Share.
The net proceeds from the placing of such New Shares (after the deduction of the Issue Price of 250 pence per New Share and the expenses of procuring subscribers) will be paid to those persons 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 GBP5.00 will not be paid to such persons but will be paid to the Company.
Accordingly, the Joint Underwriters and sub-underwriters will be subscribing for the remaining 5,929,033 New Shares, representing approximately 16.48 per cent. of the total number of New Shares offered to Shareholders, at the Issue Price of 250 pence per New Share.
The Joint Underwriters will co-ordinate in an orderly manner to dispose of their shares over an appropriate period of time.
For further information, please contact:
| Development Securities PLC | +44 (0)20 7828 4777 |
| Michael Marx (Chief Executive) |
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| Graham Prothero (Finance Director) |
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| Collins Stewart Europe Limited | +44 (0)20 7523 8350 |
| Mark Dickenson |
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| Bruce Garrow |
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| Barclays Capital | +44 (0)20 7623 2323 |
| Adam Welham |
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| Jim Renwick |
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| Rothschild | +44 (0)20 7280 5000 |
| Alex Midgen |
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| Nigel Himsworth |
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| The Communication Group plc | +44 (0)20 7630 1411 / + 44 (0) 7751087291 |
| Richard Evans |
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| Lucy Grimble |
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Capitalised terms defined in the Prospectus published on 22 July 2010 shall have the same meaning when used in this announcement. All references to times are to London times.
Disclaimer
This announcement is not a prospectus but an advertisement.
Barclays Capital, the investment banking division of Barclays Bank PLC, is authorised and regulated by the Financial Services Authority in the UK and is acting joint bookrunner and joint underwriter for Development Securities 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 a client in relation to the Rights Issue and will not be responsible to anyone other than Development Securities for providing the protections afforded to its clients, nor for providing advice in relation to the Rights Issue or any other matters referred to in this announcement.
Collins Stewart is authorised and regulated by the Financial Services Authority in the UK and is acting as joint financial adviser, joint bookrunner, sponsor, broker and joint underwriter for Development Securities 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 a client in relation to the Rights Issue and will not be responsible to anyone other than Development Securities for providing the protections afforded to its clients, nor for providing advice in relation to the Rights Issue or any other matters referred to in this announcement.
Rothschild is authorised and regulated by the Financial Services Authority in the UK and is acting as joint financial adviser for Development Securities 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 a client in relation to the Rights Issue and will not be responsible to anyone other than Development Securities for providing the protections afforded to its clients, nor for providing advice in relation to the Rights Issue or any other matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays Capital, Collins Stewart or Rothschild by the FSMA, none of Barclays Capital, Collins Stewart or Rothschild accepts any responsibility whatsoever nor does it make any representation or warranty, express or implied, for or in respect of the contents of this announcement, including its accuracy, completeness or verification or regarding the legality of an investment in the, New Shares by an offeree or purchaser thereof under the laws applicable to such offeree or purchaser or for any other statement made or purported to be made by Barclays Capital, Collins Stewart or Rothschild, or on behalf of Barclays Capital, Collins Stewart or Rothschild behalf, in connection with the Company, the New Shares or 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 future. Each of Barclays Capital, Collins Stewart and Rothschild accordingly disclaims to the fullest extent permitted by applicable law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement.
No person has been authorised to give any information or make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by the Company, Barclays Capital, Collins Stewart or Rothschild. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, there shall not, in any circumstances, be any implication that there has been no change in the affairs of Development Securities since the date of this announcement or that the information in it is correct as at any subsequent date. None of the Company, Barclays Capital, Collins Stewart, Rothschild or any other person accepts any responsibility, except as required by applicable law or regulation, to update any information in this announcement.
The New Shares have not been and will not be registered under the US Securities Act or under any 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 applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States. The New Shares will not be registered under the securities laws of the Excluded Territories and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in any Excluded Territory. No action has been taken by Development Securities, Barclays Capital, Collins Stewart or Rothschild that would permit an offer of the New Shares or rights thereto or possession or distribution of this announcement, the Provisional Allotment Letter, the Prospectus or any other offering or publicity material or in any jurisdiction where action for that purpose is required, other than in the United Kingdom.
The distribution of this announcement, the Prospectus, the Provisional Allotment Letter and/or the transfer of the New Shares into jurisdictions other than the UK may be restricted by law. Persons into whose possession this announcement or any such document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. In particular, this announcement or any related document should not be distributed, forwarded to or transmitted in or into the United States or the Excluded Territories or into any other jurisdiction where the extension or availability of the Rights Issue would breach any applicable law.
The information in this announcement may not be distributed, forwarded to or transmitted in or into the United States, the Excluded Territories or in or into any other jurisdiction where the extension or availability of the Rights Issue would breach any applicable law.
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per share of Development Securities for the current or future financial years would necessarily match or exceed the historical published earnings per share of Development Securities.
Prices and values of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.
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.
Cautionary note regarding forward-looking statements
This announcement contains "forward-looking statements", regarding the belief or current expectations of the Company, the Directors and other members of senior management about the Company's businesses and the transactions described in this announcement. Generally, words such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or similar expressions identify forward-looking statements.
Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause actual results to differ materially from any future results or developments expressed or implied
from the forward-looking statements.
These forward-looking statements speak only as at the date of this announcement. Except as required by the FSA, the London Stock Exchange, the Part VI Rules or applicable law, the Company does not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the FSA, the London Stock Exchange, the Prospectus Directive, the Listing Rules, the Disclosure and Transparency Rules or any other applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
You are advised to read this announcement and the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect Development Securities' future performance and the industries in which the Group operates.