Announcement of Clarification

RNS Number : 1279W

SEGRO PLC

22 July 2009

 



DATED 22 JULY 2009

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY.

Announcement of Clarification of Statement in Tender Offer Memorandum

in relation to

Invitations by 

SEGRO PLC

to the holders of the following series of bonds issued by Brixton plc

£275,000,000 6.00 per cent. Bonds due 2010 (the '2010 Bonds') 

£150,000,000 5.25 per cent. Bonds due 2015 (the '2015 Bonds')

£210,000,000 6.00 per cent. Bonds due 2019 (the '2019 Bonds')

 (together, the 'Bonds')

to tender their Bonds for purchase by SEGRO plc for cash

(together, the 'Offers')

On 9 July 2009, SEGRO plc (the 'Offeror') announced the terms of the Offers.  Further to such announcement, the Offeror hereby announces the correction of the following error in the Tender Offer Memorandum in respect of the Offers dated 9 July 2009:  The reference on page 5 of the Tender Offer Memorandum to the Expiration Deadline being '4.00 p.m. (London time) on Thursday, 25 August 2009' should instead be to '4.00 p.m. (London time) on Tuesday, 25 August 2009'.

Copies of the Tender Offer Memorandum are available from the Tender Agent as set out below.

Requests for information in relation to the Offers should be directed to:

The Dealer Managers
J.P. Morgan Securities Ltd. 125 London Wall London EC2Y 5AJ United Kingdom Telephone: [phone]  Attention: Sebastien Bamsey - Liability Management  Email: [e-mail]  Telephone: [phone]  Attention: Marc Lewell - Syndicate  Email: [e-mail]	UBS Limited 1 Finsbury Avenue  London EC2M 2PP  United Kingdom  Telephone: [phone]  Attention: Liability Management Group - Mark T Watkins Email: [e-mail]  Telephone: [phone] Attention: Barry Donlon - Syndicate Email:  [e-mail]

Requests for information in relation to the procedures for tendering Bonds and participating in the Offers should be directed to:

The Tender Agent

Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Telephone: [phone] Fax: [phone] Attention: Sunjeeve Patel / Yves Theis Email: [e-mail]

DISCLAIMER 

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Bonds in the Offers. None of the Dealer Managers, the Tender Agent, the Offeror or the Issuer makes any recommendation as to whether holders of Bonds should tender Bonds in the Offers or participate in the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Offeror, the Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Bonds, and tenders of Bonds for purchase pursuant to the Offers will not be accepted from holders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

In addition to the representations referred to below in respect of the United States, each holder of Bonds participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of Bonds for purchase pursuant to the Offers from a holder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Bonds for purchase pursuant to an Offer, whether any such representation given by a holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States and the Bonds cannot be tendered in the Offers by any such use, means, instrumentality or facility or from within the United States. Any purported tender of Bonds resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Bonds participating in an Offer will represent that it is not located in the United States and is not participating in such Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, 'United States' means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Italy

The Offers are not being made, directly or indirectly, in the Republic of Italy ('Italy').  None of the Offers, this announcement and the Tender Offer Memorandum have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of Bonds are notified that, to the extent such holders are located or resident in Italy, the Offers are not available to them and they may not tender Bonds for purchase pursuant to the Offers and, as such, any tender instructions received from or on behalf of such persons shall be ineffective and void, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers or the Bonds may be distributed or made available in Italy.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Financial Promotion Order')) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezeri) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (as amended or replaced from time to time). Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than 'qualified investors' in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended or replaced from time to time) (the 'Belgian Public Offer Law'), acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement or the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ('France'). Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiès) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code Monètaire et Financier, are eligible to participate in the Offers. This announcement and Tender Offer Memorandum have not been and will not be submitted for clearance to nor approved by the Autoritè des Marchès Financiers.

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MSCILFVRDAIFFIA