Wt Wner Usd Regulatory News (WNER)

26 Jan 2007 07:40

Warner Estate Holdings PLC26 January 2007 Not for release, publication or distribution, in whole or in part, directly orindirectly, in, into or from the United States, Canada, Australia, Japan or anyjurisdiction in which such publication or distribution is unlawful. 26 January 2007 Warner Estate Holdings PLC ("Warner Estate" or the "Company") Placing to raise £21.4 million and REIT update The Board of Warner Estate today announces a placing for cash of 2,517,648 newordinary shares (the "Placing Shares"), representing 4.7 per cent. of theexisting issued ordinary share capital of the Company, at a price of 850 penceper share to raise gross proceeds of approximately £21,400,000 (the "Placing").The Placing is fully underwritten by Bridgewell Limited ("Bridgewell"). The proceeds of the placing will be used as part of the financing for WarnerEstate's recommended cash offer for JS Real Estate Plc ("JS"). Full details ofthis offer are outlined in the announcement released this morning pursuant toRule 2.5 of the Takeover Code. The Placing Shares will, when issued and fully paid, rank pari passu in allrespects with the existing issued ordinary shares of the Company, including theright to receive all dividends or other distributions hereafter declared, madeor paid in respect of the ordinary share capital of the Company, save for theinterim dividend of 10 pence per share payable to shareholders of the Company onthe register at close of business on 26 January 2007. The Placing is conditional upon admission of the Placing Shares to listing onthe Official List of the UK Listing Authority and to trading on the London StockExchange's market for listed securities (together "Admission"). Application will be made for Admission and it is expected that Admission willbecome effective and dealings in the Placing Shares will commence no later than8.00 a.m. on 31 January 2007. REIT conversion update Warner Estate remains on target for conversion to a UK Real Estate InvestmentTrust in April 2007. The Company estimates that in the region of £35-£45 millionof capital gains tax, excluding the JS portfolio, will be extinguished followingsuch conversion. As reported in the interim results on 29 November 2006, theconversion charge and related costs remains within the range of £15-£20 million.This range is not expected to change following the acquisition of JS. Enquiries: Warner Estate Tel: +44 (0) 20 7907 5100Philip WarnerPeter Collins Bridgewell Tel: +44 (0) 20 7003 3000Heraclis EconomidesRashmi Sinha City Profile Tel: +44 (0) 20 7488 3244Simon Courtenay This announcement is for information purposes only and does not constitute aninvitation to underwriter, subscribe for or otherwise acquire or dispose of anysecurities of the Company in any jurisdiction. This announcement is not for distribution, directly or indirectly, in or intothe United States, Canada, Australia, Japan or any jurisdiction in which suchpublication or distribution is unlawful. The Company's shares have not been, andwill not be, registered under the United States Securities Act of 1933 and maynot be offered or sold in the United States unless they are registered or exemptfrom registration. There will be no public offer of securities in the UnitedStates, the United Kingdom or elsewhere. Bridgewell, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Warner Estate and no-oneelse in connection with the Placing and will not be responsible to anyone otherthan Warner Estate for providing the protections afforded to clients ofBridgewell nor for giving advice in relation to the Placing or any matter orarrangement referred to in this announcement. This information is provided by RNS The company news service from the London Stock Exchange