Statement re Possible Offer
22 June 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION, INCLUDING BUT NOT LIMITED TO THE UNITED
STATES, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, CANADA OR JAPAN.
SEGRO plc ("SEGRO") - Statement re possible offer for Brixton plc ("Brixton")
The Board of SEGRO is pleased to announce that it has reached agreement with
the Board of Brixton on the financial terms of a possible recommended offer for
the entire issued and to be issued share capital of Brixton on the following
basis (the "Proposed Offer"):
for each Brixton share: 1.750 SEGRO shares
The announcement by SEGRO of a firm intention to make an offer for Brixton on
the above financial terms and on customary terms and conditions under Rule 2.5
of the City Code on Takeovers and Mergers (the "Code"), which would include a
recommendation from the Brixton Board, is subject to the satisfaction of the
following non-waivable pre-conditions: (i) completion of final confirmatory due
diligence by SEGRO; (ii) finalisation of documentation; and (iii) final
approval of the offer by the SEGRO Board.
SEGRO currently envisages that the Proposed Offer will be accompanied by a
further issue of new SEGRO shares in order to raise additional capital of up to
£250 million in cash.
This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.5 of the Code and there can be no certainty that any
offer will be made even if the pre-conditions are satisfied.
SEGRO reserves the right to vary the form of consideration, to increase the
number of SEGRO shares to be issued for each Brixton share or, pursuant to Rule
2.4(c) of the Code, with the recommendation of the Brixton Board, to reduce the
number of SEGRO shares to be issued for each Brixton share.
This announcement is being made with the consent of the Board of Brixton.
A further announcement will be made when appropriate.
Enquiries:
Ian Coull, Chief Executive Tel: +44 (0)20 7491 0177
David Sleath, Group Finance Director
J.P. Morgan Cazenove
Mark Preston Tel: +44 (0)20 7588 2828
Robert Fowlds
Barry Weir
UBS
Fergus Horrobin Tel: +44 (0)20 7567 8000
Liam Beere
Bill Hutchings
Maitland
Liz Morley/Colin Browne Tel: +44 (0)20 7379 5151
The release, distribution or publication of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable requirements.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of SEGRO or of Brixton, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or
a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3:30pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of SEGRO or Brixton, they will be deemed to be a single
person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of SEGRO or Brixton by SEGRO or Brixton, or by any of their
respective "associates", must be disclosed by no later than 12:00 noon (London
time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
J.P. Morgan Cazenove Limited ("J.P. Morgan Cazenove") and UBS Limited ("UBS"),
which are authorised and regulated in the United Kingdom by the Financial
Services Authority, are acting exclusively for SEGRO and no one else in
connection with the matters set out in this announcement and are not advising
any other person and accordingly will not be responsible to any person other
than SEGRO for providing the protections afforded to clients of J.P. Morgan
Cazenove and UBS or for providing advice in relation to the matters described
in this announcement.