THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
14 November 2012
Results of Placing
Great Portland Estates plc is pleased to announce the successful completion of the placing launched earlier today (the "Placing").
A total of 31,250,000 new ordinary shares of 12.5p each in the Company (the "Placing Shares") have been placed by Credit Suisse and J.P. Morgan Cazenove (together, the "Joint Bookrunners"), at a price of 450p per Placing Share, raising gross proceeds of approximately £140.6m. The Placing Shares represent approximately 9.99% of the issued ordinary share capital of the Company prior to the Placing.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Great Portland Estates plc. This includes the right to receive all dividends and other distributions declared or paid in respect of such ordinary shares after the date of issue of the Placing Shares, including the interim dividend declared today of 3.3p per share which will be payable on 2 January 2013.
Application will be made for the Placing Shares to be admitted to the premium segment of the Official List of the Financial Services Authority and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission"). It is expected that Admission will take place at 8.00am on 19 November 2012 (or such later date as may be agreed between the Company and the Joint Bookrunners).
Credit Suisse and J.P. Morgan Cazenove are acting as Joint Bookrunners and corporate brokers in connection with the Placing. Lazard is acting as Financial Adviser to the Company.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the placing announcement of the Company released at 7.00am (GMT) today.
For further information, please contact:
Great Portland Estates plc 020 7647 3000
Toby Courtauld, Chief Executive
Nick Sanderson, Finance Director
Desna Martin, Company Secretary
Credit Suisse (Joint Bookrunner) 020 7888 8888
James Leigh-Pemberton
Stephane Gruffat
Tom Edwards-Moss
J.P. Morgan Cazenove (Joint Bookrunner) 020 7742 4000
Jonathan Wilcox
Bronson Albery
Paul Hewlett
Barry Meyers
Lazard (Financial Adviser) 020 7187 2000
Patrick Long
Max von Hurter
RLM Finsbury 020 7251 3801
James Murgatroyd
Gordon Simpson
Important Notice
This information contained in this announcement (this "Announcement") is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful. This Announcement is for information purposes only and does not constitute or form part of an offer to sell or issue, or the solicitation of an offer to buy, subscribe for or otherwise acquire, any securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction. 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 United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold only (i) outside the United States in "offshore transactions" within the meaning of, and in accordance with, Regulation S under the Securities Act and otherwise in accordance with applicable laws, and (ii) in the United States to a limited number of "qualified institutional buyers" as defined in Rule 144A under the Securities Act in transactions exempt from registration under the 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 Company. 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 the Joint Bookrunners or Lazard or by any of their 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.
Credit Suisse Securities (Europe) Limited ("Credit Suisse") and J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), each of which is authorised and regulated by the Financial Services Authority, are each acting as Joint Bookrunner exclusively for the Company in connection with the Placing and Bookbuild and no one else and they will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the Financial Services Authority, is acting as financial advisor to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients 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 Company, the Joint Bookrunners, or Lazard 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 Company, the Joint Bookrunners and Lazard to inform themselves about, and to observe, any such restrictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "assume", "believe", "intend", "estimate", "expect", "plan" and words of similar meaning or the negatives thereof, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Examples of such forward-looking statements include, among others, statements regarding the Company's business strategy, future plans, present or future events or objectives for future operations that involve risks and uncertainties and are not historic fact. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, neither the Company nor any other person assumes any responsibility or obligation to update publicly or review any of forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. 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.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.