THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO
UK Commercial Property Trust Limited
16 March 2012
SALE OF SHARES
This announcement appears as a matter of record only.
The bookbuilding process in connection with the placing (the "Placing") by J.P. Morgan Cazenove on behalf of Phoenix Life Limited ("Seller"), of existing ordinary shares in UK Commercial Property Trust Limited ("Company"), which was announced on 15 March 2012, has now closed.
An aggregate of 47,826,087 shares (£33 million) in the Company (amounting to 4 per cent of the issued share capital of the Company) were placed at a price of 69p per share and will be settled on 21 March 2012. Following completion of the Placing, the Seller is expected to hold 742,960,172 ordinary shares representing 62 per cent. of the issued share capital of the Company. The Placing is not being underwritten and is subject to the conditions set out in the placing agreement between the Seller and J.P. Morgan Cazenove.
Enquiries:
Ignis Asset Management +44 (0)141 222 8000
Gary Hutcheson
J.P. Morgan Cazenove +44 (0)20 7742 4000
Robert Fowlds
Edward Gibson-Watt
Barry Meyers
NJR Research +44 (0)131 220 4007
Nigel Russell
Graham Reaves
FTI Consulting +44 (0)20 7831 3113
Stephanie Highett
Richard Sunderland
Will Henderson
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended ("US Securities Act"), and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or from the United States or to, or for the account or benefit of, US persons (as defined in Regulation S under the US Securities Act). The Placing Shares are being offered and sold to non-US persons outside the United States in offshore transactions within the meaning of and in accordance with Regulation S under the US Securities Act. No public offering of the shares referred to in this announcement is being made in the United States, United Kingdom or elsewhere.
This announcement has been issued by, and is the sole responsibility, of the Seller. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Cazenove, NJR Research or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
J.P. Morgan Securities Ltd., which conducts its UK investment banking activities as J.P. Morgan Cazenove and which is authorised and regulated by the Financial Services Authority, is acting for the Seller in connection with the Placing and no one else and will not be responsible to anyone other than the Seller for providing the protections afforded to clients of J.P. Morgan Securities Ltd. nor for providing advice in relation to the Placing or any other matter referred to in this announcement.
The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Seller, NJR Research or J.P. Morgan Cazenove that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Seller, J.P. Morgan Cazenove and NJR Research to inform themselves about, and to observe, and such restrictions.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
END