Convertible Bond Offering

RNS Number : 4777L

British Land Co PLC

04 September 2012

 



NOT FOR DISTRIBUTION IN OR TO THE U.S., CANADA, AUSTRALIA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

4 September 2012

The British Land Company PLC Convertible Bond Offering

The British Land Company PLC (the "Company", "British Land") today announces the launch of an offering of £300 million of senior, unsecured Convertible Bonds due 2017 (the "Bonds") with an option to increase the offering by an additional £100 million.

The Company intends to use the net proceeds of the offering to fund the recently announced acquisition of the Clarges Estate, repay existing borrowings relating to recent acquisitions and to support development spending. The offering contributes to the Company's existing strong financial position while also taking advantage of the current favourable market conditions to diversify its medium term sources of finance.

The Bonds are expected to be issued by British Land (Jersey) Limited, a wholly-owned subsidiary of the Company incorporated in Jersey (the "Issuer"), and will be guaranteed by the Company.

The Bonds, which will have a stated maturity date of 10 September 2017, will be issued at par and are expected to carry a coupon of between 1.375% and 1.875% per annum payable semi-annually in arrear. The Bonds will, subject to the satisfaction of certain conditions, be convertible into ordinary shares of the Company (the "Shares"). The initial conversion price is expected to be set at a premium of between 27.5% and 32.5% above the volume weighted average price of the Shares between launch and pricing.

The Shares underlying the Bonds represent approximately 5% - 7% of the Company's issued share capital immediately prior to the offering. Under the terms of the Bonds the Company will have the right to elect to settle any conversion entirely in shares, cash or a combination of shares and cash.

If not previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 10 September 2017. The Issuer will have the option to call all outstanding Bonds at par plus accrued interest at any time on or after 25 September 2015 if the aggregate value of the underlying Shares per Bond trade for a specified period of time at 130% or more of the principal amount of the Bonds. The final terms of the Bonds are expected to be announced today and settlement is expected to take place on or about 10 September 2012 (the "Settlement Date").

It is intended that application will be made for the Bonds to be listed on the Official List and admitted to trading on the Professional Securities Market of the London Stock Exchange, after the Settlement Date but prior to the first coupon payment of the Bonds.

UBS Limited ("UBS") is acting as Sole Global Coordinator and UBS, Morgan Stanley & Co. International plc ("Morgan Stanley") and The Royal Bank of Scotland plc are acting as Joint Bookrunners (together the "Joint Bookrunners"). UBS and Morgan Stanley are acting as corporate brokers and advisors to the Company.

For Information Contact

Investor Relations

Sally Jones, British Land                                    020 7467 2942

Media 

Pip Wood, British Land                                       020 7467 2838

Gordon Simpson, Finsbury Group/                       020 7251 3801

Guy Lamming, Finsbury Group

About British Land

British Land is one of Europe's largest Real Estate Investment Trusts (REITs) with total assets, owned or managed, of £15.8 billion (British Land share £10.3 billion), as valued at 31 March 2012. Through our property and finance expertise we attract experienced partners to create properties and environments which are home to over 1,000 different organisations and visited by over 300 million people each year. Our property portfolio is focused on prime retail locations and Central London offices which attract high quality occupiers committed to long leases. Our occupancy rate of 98.1% and average lease length to first break of 11.3 years are among the highest of the major UK REITs.

Retail assets account for 61% of our portfolio with around 27 million sq ft of retail space across 89 retail parks, 97 superstores, 12 shopping centres and 10 department stores. The retail portfolio is modern, flexible and adaptable to a wide range of formats and our active asset management delivers space which is attractive and meets the needs of both retailers and consumers. Over 80% of our retail parks have open A1 consent.

London offices, located in the City and West End, comprise 34% of the portfolio (which will rise to an estimated 40% on completion of current developments). Our 7 million sq ft of high quality office space includes Broadgate, the premier City office campus (50% share) and Regent's Place in the West End. We have committed £1.2 billion to create Central London's largest committed office development programme which will deliver 2.3 million sq ft of high quality space by 2014, including a 700,000 sq ft building at 5 Broadgate, the 610,000 sq ft Leadenhall Building in London's insurance district and a 500,000 sq ft mixed office and residential scheme at Regent's Place in the West End.

Managing our environmental, economic and social impacts is central to the way we do business and deliver value for our shareholders. We assess the issues that matter most to us and our stakeholders on an on-going basis and, where appropriate, adjust our strategic focus to reflect this. For the coming year we have adjusted our priorities to focus on managing our buildings efficiently, supporting communities, developing sustainable buildings and engaging our staff. For each of these priorities we are targeting our efforts and resources at initiatives where we can achieve the biggest impacts.

Further details can be found on the British Land website at www.britishland.com.

DISCLAIMER

This announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for otherwise buy any securities. The securities mentioned in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, absent registration or exemption from registration under the US Securities Act.

This communication is directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and qualified investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

The Bookrunners are acting on behalf of the Company and no one else in connection with the Bonds and will not be responsible to any other person for providing the protections afforded to clients of the Bookrunner or for providing advice in relation to the Bonds.

Stabilisation/FSA.

 

END

 

 

MSCLLFVVAEISIIF