| Tue 28 Apr 2009, 8:33 | | LBT - Liberty International Plc - Intention to raise approximately |
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LBT
LILII
LBT - Liberty International Plc - Intention to raise approximately
GBP500-600 Million via an issue of new ordinary shares
Liberty International Plc
Registration number UK3685527)
ISIN: GB0006834344
JSE Code: LBT
Issuer Code: LILI I
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND
INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO
IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE
PROSPECTUS TO BE PUBLISHED BY LIBERTY INTERNATIONAL PLC IN CONNECTION
WITH THE PROPOSED CAPITAL RAISING. COPIES OF THE PROSPECTUS WILL,
FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY`S REGISTERED
OFFICE AND ON ITS WEBSITE AT WWW.LIBERTY-INTERNATIONAL.CO.UK
ALL TERMS ARE DEFINED AT THE BACK OF THIS ANNOUNCEMENT, UNLESS
OTHERWISE DEFINED HEREIN.
LIBERTY INTERNATIONAL PLC
INTENTION TO RAISE APPROXIMATELY GBP500-600 MILLION VIA AN ISSUE OF NEW
ORDINARY SHARES
The Board of Liberty International PLC ("Liberty International" or the
"Company") today announces its intention to raise gross proceeds of
approximately GBP500-600 million by means of a Firm Placing and a
Placing and Open Offer of New Ordinary Shares. The New Ordinary Shares
will be issued at the Issue Price determined by a market book build
process which commences today and is expected to close on Tuesday 28
April 2009.
The Gordon Family Interests, which currently hold 79.2 million ordinary
shares (21.7 per cent. of the current issued ordinary share capital),
have agreed to subscribe for GBP30 million of New Ordinary Shares in
the Firm Placing at the Issue Price. The Gordon Family Interests have
also committed to subscribe for an additional GBP10 million of New
Ordinary Shares at the Issue Price under their entitlement as
shareholders in the Open Offer
Excluding the Gordon Family Interests` subscriptions of GBP30 million
in the Firm Placing, the GBP470-570 million issue of New Ordinary
Shares will comprise a GBP235-285 million firm offer of New Ordinary
Shares to Placees and a GBP235-285 million offer, subject to clawback,
of New Ordinary Shares to Placees, each at the Issue Price. Under the
Placing and Open Offer, the Placees will agree to subscribe for the
Open Offer Shares subject to clawback in respect of valid applications
for the Open Offer Shares by Qualifying Shareholders. The Placees will
agree to subscribe for an equal number of shares in the Firm Placing
and in the Placing and Open Offer. The Open Offer will be made to all
Qualifying Shareholders at the Issue Price in proportion to the number
of Existing Ordinary Shares held on the relevant Record Date. Subject
to availability, the Excess Application Facility will enable Qualifying
Shareholders to apply for additional New Ordinary Shares equal to their
pro rata entitlement to the Open Offer Shares. The subscription for the
Firm Placed Shares is not subject to clawback by Qualifying
Shareholders. The terms and conditions of the Placings are set out in
the Appendix to this Announcement.
Admission is expected to occur and dealings in the New Ordinary Shares
are expected to commence on the London Stock Exchange at 8.00 a.m. on
28 May 2009. The New Ordinary Shares are expected to be listed on the
Johannesburg Stock Exchange at 9.00 a.m. (South African time) on 28 May
2009. The New Ordinary Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares.
The issue of the New Ordinary Shares under the Capital Raising is
conditional on the passing of a special resolution by shareholders at
an Extraordinary General Meeting expected to be held at 10.00 a.m. on
22 May 2009 (or such later time and/or date as the Company may notify
to Shareholders).
The proceeds of the Capital Raising (net of expenses of approximately
GBP25 million) will reduce net indebtedness, increase the Group`s
available cash and undrawn committed financing facilities, improve
financial ratios and increase financial flexibility.
Merrill Lynch International and UBS Investment Bank are acting as joint
sponsors and brokers, HSBC Bank plc, Merrill Lynch and UBS Investment
Bank are acting as joint lead managers and Barclays Capital and RBS
Hoare Govett are acting as joint co-managers on behalf of Liberty
International in respect of the Capital Raising. Goldman Sachs
International is acting as financial adviser to the Company in relation
to the Capital Raising.
A prospectus will be published and a circular will be sent to
Shareholders in due course containing full details of how Qualifying
Shareholders can participate in the Open Offer. The Prospectus will
also be available to Qualifying Shareholders eligible to participate in
the Open Offer free of charge, at Liberty International`s registered
office and on Liberty International`s website at www.liberty-
international.co.uk.
Company and Transaction Highlights
* Liberty International has a high quality and defensive UK regional
shopping centre and retail property business
* The Group has a predominantly non-recourse debt structure that
provides financial flexibility
* The Capital Raising is part of management actions to improve the
liquidity and financial strength of the Company
* The Capital Raising is intended to provide the Group with
financial flexibility to deal with any further declines in
property values in 2009 and beyond and positions the Group to
benefit from any market recovery in due course
* The Board believes that this transaction structure provides
greater certainty for the Company than a rights issue in raising
the requisite equity capital
Trading update
Liberty International today released its Interim Management Statement
for the period from 1 January 2009 to 27 April 2009.
The full announcement is available at Liberty International`s website
at www.liberty-international.co.uk
Liberty International
The Group is well placed within the property industry, as the market
leader in prime UK regional shopping centres, and has always focused on
the highest quality defensive retail assets, with the Group`s ownership
including nine of the UK`s top 30 regional shopping centres, and
central London assets such as Covent Garden.
The Board and management believe that this portfolio of UK regional
shopping centres will, notwithstanding a moderate reduction in
occupancy level as a result of recent tenant failures, continue to
provide retailers with attractive locations and substantial customer
flow.
However, the ongoing turbulence in financial markets has continued to
significantly impact the UK commercial property sector with substantial
declines in property valuations, widespread market evidence of
difficult conditions for achieving property disposals or obtaining bank
finance, an increased level of tenant defaults and greater reluctance
by tenants to make decisions in respect of new lettings. As a result,
property values in the UK, as measured by the IPD Index, weakened by
35.6 per cent. in the 18 months to 31 December 2008 and by a further
8.9 per cent. in the three months to 31 March 2009. The Group`s
property valuations have outperformed the IPD Index, but nevertheless
have fallen by 27.2 per cent. and a further 8.5 per cent. in the 18
months to 31 December 2008 and three months to 31 March 2009,
respectively. As at 31 March 2009 the Group`s investment and
development properties were valued at GBP6.4 billion, a decrease of
GBP0.6 billion since 31 December 2008 taking into account capital
expenditure, asset disposals and currency movements in the period.
There have been declines and it is widely anticipated that there will
continue to be further declines in commercial property values in the UK
during 2009, reflected by the discount to reported historical net asset
values at which the share prices of UK-listed real estate companies
currently trade, and the current pricing of derivative contracts linked
to the forward performance of the IPD Index.
Group debt structure
The Group has a predominantly non-recourse debt structure with around
93 per cent. of the Group`s GBP4.0 billion of net external debt as at
31 March 2009 being asset specific and non-recourse which provides
flexibility to address its obligations, including curing potential
covenant breaches, on an asset-by-asset basis. Potential remedies at an
asset level include cash deposits or additional security, partial
repayment and the renegotiation of covenants.
Despite the flexibility of the Group`s existing capital structure, the
Board has determined that it is in the long-term interests of Liberty
International and its shareholders to undertake the Capital Raising as
part of an overall action programme to improve the Group`s liquidity
position and to provide further flexibility to address the challenges
ahead from a position of strength.
Management actions
In addition to the Capital Raising, the components of the action
programme include:
* reducing capital expenditure and deferring projects other than
where already committed;
* reducing administrative expenses; following cost saving measures
including headcount reduction in 2008, the Group is targeting a
reduction in administrative expenses for 2009 to GBP45 million,
compared to GBP63 million in 2008;
* refining the Group`s strategic focus in recognition of the reduced
availability of long-term finance; the Board and management view
the UK regional shopping centre business of CSC and the Central
London activities of Capco, particularly Covent Garden and Earls
Court, as the key components for the future long-term success of
the business;
* continuing the programme of disposals of non-core assets which
totalled GBP200 million in 2008 and GBP340 million in 2007.
Disposals to date in 2009 amount to GBP172 million, of which
GBP120 million has completed, GBP22 million has exchanged and
GBP30 million is under offer. In addition the Group has realised
GBP31 million from the disposal of internal and third party CMBS
notes;
* engaging with its corporate lending banks to stabilise the
financial position of the Group by amending key lending
conditions, thereby reducing the risks of any covenant breach in
these facilities;
* increasing the equity capital base through the early conversion
into Ordinary Shares of GBP32 million of Convertible Bonds; and
* restricting the 2008 dividend to the 16.5 pence per share interim
dividend already paid which exceeds the expected minimum PID
requirement for 2008 of 12.8 pence per share.
Effects of the Capital Raising
The Capital Raising will improve the Group`s debt to assets and
interest cover ratios, augment the Group`s cash resources, extend its
debt maturity profile, and increase the Group`s financial flexibility
in this uncertain market environment. The proceeds from the Capital
Raising will immediately reduce the Group`s overall net debt position
and will be available for use as described below.
The net proceeds will also substantially increase the Group`s cash and
undrawn committed financing facilities from the GBP313 million reported
at 31 March 2009 and will provide the Group with financial flexibility
to deal with further declines in property values in 2009 and beyond.
Combined with the intended disposals of non-core assets, the Group will
have cash resources to meet the Group`s expected funding requirements
for the last nine months of 2009 and 2010, in particular:
* GBP187 million of committed capital expenditure;
* GBP184 million of scheduled debt amortisation and repayment;
* GBP19 million REIT entry charge; and
* amounts required for curing potential covenant breaches on non-
recourse debt structures.
The Board has considered the focus of equity markets on funding sources
and refinancing risk, recognising that real estate is a capital-
intensive industry and under particular scrutiny. The Board believes
that by addressing this proactively it will ensure the Group is well
positioned to fund its obligations through operating cash flow, cash
resources and existing debt facilities and benefit when the market
recovers in due course.
The Board believes that this transaction structure provides greater
certainty for the Company than a rights issue in raising the requisite
equity capital (taking into account the particular nature of its share
ownership, with around 48 per cent. of shares held on the South African
register).
As noted above, the Group is pursuing an action programme to improve
the Group`s liquidity position and to provide flexibility going
forward. The Capital Raising is a significant part of that action
programme and the Directors therefore believe it is important that the
Capital Raising is completed. If the Capital Raising is not completed,
there will be a number of consequences for the Group; in particular,
the recently agreed revised covenants relating to its revolving
facilities with its corporate lenders will not come into effect unless
the Group can raise equity in excess of GBP350 million in a separate
transaction or a waiver of this condition is granted by the lenders.
There have been declines, and it is widely anticipated that there will
continue to be further declines, in commercial property values in the
UK during 2009 and any such declines may result in the existing
covenants in such facilities being breached and/or the Group having
insufficient cash to cure the potential covenant breaches in its non-
recourse debt which these declines may cause. In such circumstances,
the Group would expect to reduce its dividend to the minimum PID
requirement, seek alternative sources of capital and financing (which
may not be available or may not be available on acceptable terms), and,
more importantly, expect to have to extend its programme of disposals
beyond non-core assets in the absence of such alternative capital or
financing. The Directors do not consider it would be in the best
interests of shareholders to extend its disposal programme in that way
in the current economic environment. In addition, the Group might also,
if it were to determine that it would ultimately be in the best
interests of Shareholders to do so, cede ownership of certain assets to
its lenders.
Modification of Company`s revolving credit facilities
The Company`s GBP360 million unsecured revolving credit facilities with
its corporate lenders, HSBC, Lloyds Bank, Barclays Bank and The Royal
Bank of Scotland carry covenants which may be breached in the event of
a sustained reduction in property values and have recently been
renegotiated to reduce the risk of breach and introduce a common final
maturity date of 10 June 2011. The modified credit facility is only
available for drawdown and the recently agreed reduced covenants will
only come into effect once the Company has raised not less than GBP350
million from equity issuances. The Capital Raising would satisfy this
condition. Until the Company has raised, from equity issuances
totalling in excess of GBP350 million (net), permitted financings
and/or (subject to certain exceptions) asset disposals, GBP100 million
in 2009 and a further GBP100 million in 2010, it is restricted from (i)
paying dividends and making other distributions (above the amount
required to maintain its status as a REIT) and (ii) injecting cash in
excess of GBP200 million into certain non-recourse subsidiaries. Taking
into account asset disposals in 2009 and the size of the Capital
Raising, the Company will have already raised in excess of GBP200
million for these purposes.
Dividends and dividend policy
In respect of 2008, the Group has restricted the dividend on its
ordinary share to the 16.5 pence per share interim dividend already
paid which exceeds the expected minimum PID requirement for 2008 of
12.8 pence per ordinary share.
The Board would also seek to maintain, subject to available resources,
the intended dividend for 2009 at the level of 16.5 pence per ordinary
share or the minimum PID requirement if greater. The dividend policy
for future years will be kept under review.
Enquiries (analysts and investors only):
Liberty International
Issuer
Tel: +44 (0) 207 960 1200
David Fischel
Ian Durant
Merrill Lynch International
Joint Sponsor, Joint Broker and Joint Lead Manager
Tel: +44 (0) 207 628 1000
Simon Mackenzie-Smith
Simon Fraser
Rupert Hume-Kendall
UBS Investment Bank
Joint Sponsor, Joint Broker and Joint Lead Manager
Tel: +44 (0) 207 567 8000
John Woolland
Fergus Horrobin
Christopher Smith
HSBC Bank plc
Joint Lead Manager
Tel: +44 (0) 207 991 8888
Nick Donald
Goldman Sachs International
Tel: +44 20 7774 1000Andy Richard
Advisers
Merrill Lynch International and UBS Limited are acting as joint
sponsors and joint brokers on behalf of Liberty International in
respect of the Capital Raising. HSBC Bank, Merrill Lynch International
and UBS Limited are acting as joint lead managers on behalf of Liberty
International in respect of the Capital Raising. Goldman Sachs
International is acting as a financial adviser to the Company in
relation to the Capital Raising. Barclays Capital and RBS Hoare Govett
are acting as co-lead managers in respect of the Capital Raising.
A copy of the Prospectus, if and when published, will be available from
the registered office of Liberty International at 40 Broadway, London
SW1H 0BT and on the Liberty International website at www.liberty-
international.co.uk. The Prospectus (if published) will also be
available for inspection during normal business hours on any weekday
(Saturdays, Sundays and public holidays excepted) at the offices of
Linklaters LLP, One Silk Street, London EC2Y 8HQ and at the offices of
Merrill Lynch South Africa (Pty) Ltd, 138 West Street, Sandown, Sandton
2196, South Africa, up to and including the date of Admission.
This Announcement is not a prospectus but an advertisement and
Qualifying Shareholders should not subscribe for any Open Offer Shares
referred to in this Announcement except on the basis of the information
contained in the Prospectus and the Circular.
Neither the content of Liberty International`s website nor any website
accessible by hyperlinks to Liberty International`s website is
incorporated in, or forms part of, this Announcement. The distribution
of this Announcement, the Prospectus and any other documentation
associated with the Firm Placing and Placing and Open Offer and/or the
transfer of the New Ordinary Shares into jurisdictions other than the
United Kingdom may be restricted by law. Persons into whose possession
these documents come should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
In particular, such documents should not be distributed, forwarded to
or transmitted, directly or indirectly, in whole or in part, in or into
Australia or Canada or Japan or the United States. No action has been
taken by Liberty International that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement, the
Prospectus or any other offering or publicity material or the
Application Forms or SA Application Forms in any jurisdiction where
action for that purpose is required, other than in the United Kingdom.
The New Ordinary Shares have not been, and will not be, registered
under the United States Securities Act of 1933 or with any securities
regulatory authority of any state or other jurisdiction of the United
States, and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, 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 the securities laws of any state or other
jurisdiction of the United States. No public offering of any of the New
Ordinary Shares will be made in the United States. The New Ordinary
Shares are being offered and sold outside the United States in reliance
on Regulation S under the Securities Act and in the United States
pursuant to an exemption from registration under the Securities Act in
a transaction not involving any public offering. No public offering of
the New Ordinary Shares will be made in the United States. The New
Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in
the United States or any other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Capital Raising or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal
offence. This Announcement may not be released, published or
distributed, directly or indirectly, in whole or in part, in or into
the United States.
South African residents, comprising natural persons, should be aware
that they will not be able to participate in the Capital Raising if
they have utilised their foreign investment allowance or do not hold
funds outside of South Africa with the approval of the SARB. Corporate
shareholders (other than retirement funds, long-term insurers,
collective investment scheme management companies and investment
managers, collectively referred to as "institutional investors"),
trusts and estates that are South African Resident Shareholders are not
entitled to a foreign investment allowance and are thus precluded from
participating in the Capital Raising under the current exchange control
regulations. Foreign portfolio investments by institutional investors
are also subject to certain limits based on an institution`s total
retail assets. South African Resident Shareholders should obtain
through an authorised dealer any necessary approval or establish that
an existing exchange control approval or exemption applies to such
investment.
The New Ordinary Shares also have not been and will not be registered
under the securities laws of any Excluded Territory or any state,
province or territory thereof and may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, within such jurisdictions except pursuant to an applicable
exemption from and in compliance with any applicable securities laws.
There will be no public offer in any of the Excluded Territories.
This Announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire any of the New
Ordinary Shares. In particular, this Announcement does not constitute
or form part of any offer to issue or sell, or the solicitation of an
offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada or Japan.
Barclays Capital, Goldman Sachs International, HSBC Bank plc, Merrill
Lynch International, RBS Hoare Govett and UBS Limited, which are
authorised and regulated in the UK by the Financial Services Authority,
are acting for Liberty International and no one else in connection with
the Capital Raising and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to the
Capital Raising and will not be responsible to anyone other than
Liberty International for providing the protections afforded to their
respective clients or for providing advice in relation to the Capital
Raising or any matters referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be
imposed on Barclays Capital, Goldman Sachs International, HSBC Bank
plc, Merrill Lynch International, RBS Hoare Govett and UBS Limited by
the Financial Services and Markets Act 2000, none of Barclays Capital,
Goldman Sachs International, HSBC Bank plc, Merrill Lynch
International, RBS Hoare Govett or UBS Limited accepts any
responsibility whatsoever for the contents of this Announcement, and
makes no representation or warranty, express or implied, for the
contents of this Announcement, including its accuracy, completeness or
verification, or for any other statement made or purported to be made
by it, or on its behalf, in connection with Liberty International or
the New Ordinary Shares or the Capital Raising, and nothing in this
Announcement is or shall be relied upon as, a promise or representation
in this respect whether as to the past or future. Barclays Capital,
Goldman Sachs International, HSBC Bank plc, Merrill Lynch
International, RBS Hoare Govett and UBS Limited accordingly disclaim to
the fullest extent permitted by law all and any liability whether
arising in tort, contract or otherwise (save as referred to above)
which they might otherwise have in respect of this Announcement or any
such statement.
No statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of Liberty International for the current or
future financial years would necessarily match or exceed the historical
published earnings per share of Liberty International.
Certain statements made in this Announcement constitute forward-looking
statements. Forward looking statements are typically identified by the
use of forward looking terminology such as `believes`, `expects`,
`may`, `will`, `could`, `should`, `intends`, `estimates`, `plans`,
`assumes` or `anticipates` or the negative thereof or other variations
thereon or comparable terminology, or by discussions of, e.g. future
plans, present or future events, or strategy that involve risks and
uncertainties. Such forward-looking statements are subject to a number
of risks and uncertainties, many of which are beyond Liberty
International`s control and all of which are based on Liberty
International`s current beliefs and expectations about future events.
Such statements are based on current expectations and, by their nature,
are subject to a number of risks and uncertainties 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. No assurance can be given that such future results
will be achieved; actual events or results may differ materially as a
result of risks and uncertainties facing Liberty International and its
subsidiaries. Factors that might cause forward-looking statements to
differ materially from actual results include, among other things, the
following: global economic conditions; economic conditions in the UK
and other jurisdictions in which Liberty International operates or
invests; volatile property prices; any inability of Liberty
International to hedge certain risks economically; adequacy of reserve
estimates; Liberty International`s ability to continue to obtain
financing to meet liquidity needs; and exposure to various types of
market risk (e.g., interest rate risk, foreign exchange rate risk,
credit risk and commodity price risk). The forward-looking statements
contained in this Announcement speak only as of the date of this
Announcement and Liberty International undertakes no duty to, and will
not necessarily, update any of them in light of new information or
future events, except to the extent required by applicable law, the
Prospectus Rules, the Listing Rules and the Disclosure and Transparency
Rules.
APPENDIX: TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACINGS FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACINGS.
THIS ANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE PERSONS WHO: (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR ARE PERSONS FALLING
WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (B) ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF SECTION 86(7) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000, AS AMENDED ("FSMA"); AND (C) HAVE BEEN INVITED TO
PARTICIPATE IN THE PLACINGS BY THE BANKS (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT AND THIS
APPENDIX MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS
AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT AND THIS APPENDIX DO NOT THEMSELVES CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE
SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY,
WITHIN 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 THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. NO MONEY, SECURITIES OR
OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING
SOLICITED BY THIS ANNOUNCEMENT AND THIS APPENDIX AND IF SENT IN
RESPONSE TO INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR THIS
APPENDIX, WILL NOT BE ACCEPTED.
THIS ANNOUNCEMENT AND THIS APPENDIX IS ONLY ADDRESSED TO AND DIRECTED
AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
PROSPECTUS DIRECTIVE.
If a Placee indicates to the Banks that it wishes to participate in the
Placings by making an oral offer to acquire Placing Securities it will
be deemed to have read and understood this Appendix and the
announcement of which it forms part in their entirety (together with
the Appendix, hereinafter, this "Announcement") and to be making such
offer on the terms and conditions, and to be providing the
representations, warranties, indemnities, agreements and
acknowledgements, contained in this Announcement. In particular each
such Placee represents, warrants and acknowledges that it is a Relevant
Person and undertakes that it will acquire, hold, manage and dispose of
any of the Placing Securities that are allocated to it for the purposes
of its business only. Further, each such Placee represents, warrants
and agrees that (a) if it is a financial intermediary, as that term is
used in Article 3(2) of the Prospectus Directive, that the Firm Placed
Shares and Open Offer Placed Shares subscribed for and/or purchased by
it in the Capital Raising will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their
offer or resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in a
member state of the EEA which has implemented the Prospectus Directive
to Qualified Investors, or in circumstances in which the prior consent
of the Banks has been given to each such proposed offer or resale; and
(b) it is either (i) outside the United States and is subscribing for
the Firm Placed Shares and/or the Open Offer Placed Shares for its own
account or is purchasing the Firm Placed Shares and/or the Open Offer
Placed Shares for an account with respect to which it exercises sole
investment discretion and that it (and any such account) is outside the
United States; or (ii) a `qualified institutional buyer` ("QIB") (as
defined in Rule 144A under the Securities Act) or purchasing Placing
Securities on behalf of a QIB, and who will sign the US Form of
Acceptance. This Announcement does not constitute an offer to sell or
issue or the invitation or solicitation of an offer to buy or subscribe
for Placing Securities in any jurisdiction including, without
limitation, the United States, Australia, Canada or Japan. This
Announcement and the information contained herein are not for release,
publication or distribution, directly or indirectly, in whole or in
part, to persons in the United States, Australia, Canada or Japan or
any jurisdiction in which the same is unlawful.
In particular, the Placing Securities referred to in this Announcement
have not been and will not be registered under the Securities Act and
may not be offered, sold or transferred within the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Subject to certain
limited exceptions. No public offering of the New Ordinary Shares will
be made in the United States. The Placing Securities have not been
approved or disapproved by the US Securities and Exchange Commission,
any state securities commission in the United States or any other
regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
Placings or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States.
The distribution of this Announcement and the offer and/or placing of
Placing Securities in certain other jurisdictions may be restricted by
law. No action has been taken by the Banks or the Company that would
permit an offer of the Placing Securities or possession or distribution
of this Announcement or any other offering or publicity material
relating to the Placing Securities in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required by the Banks and the Company to inform
themselves about and to observe any such restrictions.
Each Placee`s commitments will be made solely on the basis of the
information set out in the Placing Letter and the information publicly
announced to a Regulatory Information Service by or on behalf of the
Company on the date of this Announcement. Each Placee, by participating
in the Placings, agrees that it has neither received nor relied on any
other information, representation, warranty or statement made by or on
behalf of any of the Banks or the Company and none of the Banks, the
Company or any person acting on such person`s behalf nor any of their
affiliates has or shall have liability for any Placee`s decision to
accept this invitation to participate in the Placings based on any
other information, representation, warranty or statement. Each Placee
acknowledges and agrees that it has relied on its own investigation on
the business, financial or other position of the Company in accepting a
participation in the Placings. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability will be
accepted by any of the Banks or any of their respective employees,
affiliates, advisers or agents or any other person as to or in relation
to, the accuracy or completeness of any of the Prospectus or this
Announcement or any other written or oral information made available to
or publicly available to any Placee, any person acting on such Placee`s
behalf or any of their respective advisers, and any liability therefore
is expressly disclaimed.
Proposed Firm Placing of New Ordinary Shares (the Firm Placed Shares)
and Placing of New Ordinary Shares subject to clawback in respect of
valid applications by Qualifying Shareholders (the Open Offer Placed
Shares) and subject to the Excess Application Facility
Placees are referred to this Announcement and the Prospectus, which the
Company intends to publish once finalised, containing details of, inter
alia, the Capital Raising and the Draft Circular. This Announcement
and the Prospectus, have been prepared and issued, or will be issued,
by the Company, and each of these documents is and will be the sole
responsibility of the Company.
Subject to, amongst other conditions contained in the Placing
Agreement, the Banks and the Company executing a Pricing Supplement
following the institutional Bookbuilding in connection with the
Placings, Qualifying Shareholders on the UK Register at close of
business on 28 April 2009 and the SA Register at close of business on 7
May 2009 (or, in each case, such later date as may be agreed between
the Company and Merrill Lynch International and UBS Limited (the
"Placing Agents") will be offered the right to subscribe at the Issue
Price, payable in full on acceptance, for their pro rata entitlement of
the Open Offer Shares. Qualifying Shareholders will also be offered
the right to subscribe for additional New Ordinary Shares equal to
their pro rata entitlement to the Open Offer Shares in the Excess
Application Facility. Entitlements to fractions of Open Offer Shares
will not be allotted and each Qualifying Shareholder`s entitlement will
be rounded down to the nearest whole number. The fractional
entitlements will be aggregated and sold to the Placees in the Placing
for the ultimate benefit of the Company. It is not expected that the
final Prospectus will be published prior to any Placees entering into a
legally binding commitment in respect of the Placings.
Application for listing and admission to trading
Application will be made to (i) the UKLA for the New Ordinary Shares to
be admitted to the Official List and (ii) the London Stock Exchange plc
for the New Ordinary Shares to be admitted to trading on its main
market for listed securities. Subject to all conditions being
fulfilled, the Johannesburg Stock Exchange has approved the listing of
the New Ordinary Shares on the main board of the Johannesburg Stock
Exchange. Application will also be made to Euroclear UK & Ireland
Limited for the entitlements to the Open Offer Shares ("Open Offer
Entitlements") and the entitlements to the Open Offer Shares pursuant
to the Excess Application Facility (the "Excess CREST Open Offer
Entitlements") to be admitted as separate participating securities
within CREST (together with the admission of the New Ordinary Shares as
described above, "Admission").
Subject to satisfaction of the conditions referred to herein and to be
set out in the Prospectus, it is expected that the Application Form
will be despatched on 29 April 2009 and the SA Application Form will be
dispatched on 2 May 2009 in the case of Qualifying South African
Shareholders who hold their shares in certificated form and 9 May 2009
in the case of Qualifying South African Shareholders who hold their
shares in dematerialised form with own name registration. These
application forms will be sent to Shareholders who hold their Ordinary
Shares in certificated form (other than, subject to certain exceptions,
shareholders in the United States and certain other countries outside
the United Kingdom, together "Overseas Shareholders") and to
Qualifying South African Shareholders who hold their Ordinary Shares in
uncertificated form or in dematerialised form with own name
registration. It is expected that Open Offer Entitlements and Excess
CREST Open Offer Entitlements will be credited to stock accounts in
CREST around 8.00 a.m. on 30 April 2009 to Qualifying Shareholders who
hold their Ordinary Shares in uncertificated form (other than, subject
to certain exceptions, Overseas Shareholders) and dealings in the New
Ordinary Shares will commence at 8.00 a.m. on the day which is three
Business Days following the Extraordinary General Meeting. The latest
time and date for acceptance and payment in full in respect of the New
Ordinary Shares is expected to be 11.00 a.m. on 21 May 2009. The
Company and the Banks have agreed that if a Supplementary Prospectus is
issued by the Company two Business Days or fewer prior to the date
specified in the expected timetable for the Capital Raising as the
latest date for acceptance and payment in full, such date shall be
extended to the date which is three Business Days after the date of
issue of the Supplementary Prospectus.
The New Ordinary Shares will be issued subject to the memorandum and
articles of association of the Company and will, when issued and fully
paid, rank pari passu in all respects with the existing issued Ordinary
Shares, including the right to receive all dividends or other
distributions made or declared in respect of such Ordinary Shares after
the date of their issue.
Bookbuilding
Commencing today, the Placing Agents will be conducting the
Bookbuilding to determine demand for participation in the Placings. The
Placing Agents will seek to procure Placees as part of this
Bookbuilding. This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Bookbuilding
and Placings. A commission of 1.75% of the value of the Open Offer
Placed Shares subscribed for by each Placee will be paid to such Placee
on the date of Admission subject to payment in full by such Placee for
the New Ordinary Shares allocated to such Placee in accordance with
this Announcement and such Placee`s Placing Letter (as defined below).
Principal terms of the Bookbuilding
(a) By participating in the Bookbuilding and the Placings, Placees
will be deemed to have read and understood this Announcement in its
entirety and to be participating and making an offer for any Placing
Securities on the terms and conditions, and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings, contained in this Announcement and pursuant to a placing
letter which will be provided to each Placee by the Placing Agents
which the Placee is obliged to complete and sign (the "Placing
Letter").
(b) The Placing Agents are arranging the Placings as agents of the
Company.
(c) Participation in the Placing will only be available to persons who
may lawfully be and are invited to participate by the Placing Agents.
The Banks and their respective affiliates are entitled to enter bids as
principal in the Bookbuilding.
(d) Any bid should state the number of Firm Placed Shares and Open
Offer Placed Shares for which the person wishes to subscribe or the
total monetary amount which it is offering to subscribe for Firm Placed
Shares and Open Offer Placed Shares at the Issue Price) which is
ultimately established by the Company and the Placing Agents, or at a
price up to a price limit specified in its bid. The number of Firm
Placed Shares and Open Offer Placed Shares bid for by a Placee must be
the same.
(e) The Placing Agents reserve the right not to accept bids or to
accept bids in part rather than in whole. The acceptance of bids shall
be at the Banks` absolute discretion.
(f) The Bookbuilding will establish a single price for the Firm Placed
Shares, the Open Offer Placed Shares and the Open Offer Shares. The
Issue Price will be jointly agreed between the Banks and the Company
following completion of the Bookbuilding and will be payable to the
Placing Agents by the Placees in respect of the Placing Securities
allocated to them. Any discount to the market price of the Ordinary
Shares will be determined in accordance with the Listing Rules as
published by the Financial Services Authority pursuant to Part IV of
FSMA, and approved by the Company at the EGM.
(g) The Bookbuilding is expected to close no later than 4.30 p.m. on
28 April 2009. The timing of the closing of the books, pricing and
allocations is at the discretion of the Banks and the Company. The
Placing Agents and the Company may, at their sole discretion accept
bids that are received after the Bookbuilding has closed.
(h) If successful, each Placee`s allocation will be confirmed to it by
the Placing Agents following the close of the Bookbuilding, and a
Placing Letter will be dispatched as soon as possible thereafter. Oral
or written confirmation (at the Placing Agents` discretion) from the
Placing Agents to such Placee, following completion of the
Bookbuilding, will constitute a legally binding commitment upon such
Placee, in favour of the Placing Agents and the Company to subscribe
for the number of Placing Securities allocated to it on the terms and
conditions set out in this Announcement, the Placing Letter and in
accordance with the Company`s Memorandum and Articles of Association.
Each Placee will confirm such legally binding commitment by completing,
signing and returning a Placing Letter in accordance with the
instructions therein, and should a Placee fail to do so the Placing
Agents will retain the right to cancel their allocation or terminate
such legally binding commitment. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to the Placing
Agents to pay to the Banks (or as the Placing Agents may direct) in
cleared funds an amount equal to the product of the Issue Price and the
sum of the number of Firm Placed Shares and once apportioned (in
accordance with the procedure described in the paragraph entitled
"Placing Procedure" below), the Open Offer Placed Shares, which such
Placee has agreed to acquire.
(i) The Company will make a further announcement following the close
of the Bookbuilding detailing the Issue Price and the number of New
Ordinary Shares to be issued (the "Pricing Announcement"). It is
expected that such Announcement will be made as soon as practicable
after the close of the Bookbuilding.
(j) A bid in the Bookbuilding will be made on the terms and conditions
in this Announcement and will be legally binding on the Placee by
which, or on behalf of which, it is made and will not be capable of
variation or revocation after the close of the Bookbuilding.
(k) Subject to paragraphs (g) and (i) above, the Placing Agents may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis as
they may determine.
(l) Irrespective of the time at which a Placee`s allocation(s)
pursuant to the Placings is/are confirmed, settlement for all Placing
Securities to be acquired pursuant to the Placings will be required to
be made at the same time, on the basis explained below under the
paragraph "Registration and Settlement".
All obligations under the Placings will be subject to the fulfilment of
the conditions referred to below under the paragraph "Conditions of the
Placings and Termination of the Placing Agreement".
Conditions of the Placings and Termination of the Placing Agreement
Placees will only be called on to subscribe for Placing Securities if
the obligations of the Banks under the Placing Agreement have become
unconditional in all respects and the Banks have not terminated the
Placing Agreement prior to Admission.
The Banks` obligations under the Placing Agreement are conditional
upon, inter alia:
(a) Execution of the Pricing Supplement;
(b) the Company having complied with all its obligations under the
Placing Agreement or under the terms or conditions of the Capital
Raising which fall to be performed or satisfied on or prior to
Admission, save to the extent that any non-compliance is not material
in the context of the Capital Raising;
(c) the warranties, representations, undertakings and covenants on the
part of the Company, contained or referred to in the Placing Agreement
being true, accurate and not misleading on and as of the date of the
Placing Agreement, the date of publication of the Prospectus, the date
of publication of any supplementary prospectus, the date of the closing
of the Open Offer and the Closing Date, in each case, by reference to
the facts and circumstances then existing;
(d) Admission having occurred by not later than 8.00 a.m. on the third
Business Day after the date of the EGM or such later time and/or date
as the Company and the Placing Agents may agree;
(e) the Resolution having been passed without material amendment or
such amendment as the Company and the Placing Agents may agree on the
date of the EGM (or such later time as the Company and the Placing
Agents may agree);
(f) the Issue Price being determined and the Pricing Supplement being
executed by the Company no later than 5.00 p.m. on 28 April 2009 (or
such later date and/or time as the Company and the Banks may agree),
(all such conditions included in the Placing Agreement being together
the "Conditions").
The Placing Agents may terminate the Placing Agreement at any time
before Admission or on the occurrence of certain events, including, (i)
in the opinion of the Placing Agents there has been a material adverse
effect, (ii) the Placing Agents become aware that any of the warranties
or representations given by the Company under the Placing Agreement are
or would be untrue, incorrect or misleading, (iii) the Placing Agents
become aware that the Company is in breach of any of its obligations
under the Placing Agreement, (iv) a force majeure event as specified in
the Placing Agreement has occurred, or (v) the application of the
Company for Admission is withdrawn or is refused by the FSA or the
London Stock Exchange for any reason.
If any Condition has not been satisfied, has not been waived by the
Banks or has become incapable of being satisfied (and is not waived by
the Placing Agents) or if the Placing Agreement is terminated, all
obligations under these terms and conditions and/or any Placing Letters
will automatically terminate. By participating in the Bookbuilding and
the Placings, each Placee agrees that its rights and obligations
hereunder are conditional upon the Placing Agreement becoming
unconditional in all respects and that its rights and obligations will
terminate only in the circumstances described above and will not be
capable of rescission or termination by it after oral or written
confirmation by the Placing Agents (at the Placing Agents` discretion)
following the close of the Bookbuilding.
The Placing Agents may in their absolute discretion and upon such terms
as they think fit waive fulfilment of any of the conditions (in whole
or part) in the Placing Agreement or extend the time provided for
fulfilment of any such conditions. Any such extension or waiver will
not affect Placees` commitments as set out in this Announcement. None
of the Placing Agents nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision any of them may make as to
whether or not to waive or to extend the time and/or date for the
fulfilment of any condition in the Placing Agreement.
By participating in the Placings each Placee agrees that the exercise
by the Company or the Placing Agents of any right or other discretion
under the Placing Agreement shall be within the absolute discretion of
the Company and the Placing Agents (as the case may be) and that
neither the Company nor the Placing Agents need make any reference to
such Placee and that neither the Company nor the Placing Agents shall
have any liability to such Placee (or to any other person whether
acting on behalf of a Placee or otherwise) whatsoever in connection
with any such exercise.
Withdrawal Rights
Placees acknowledge that their acceptance of any of the Placing
Securities is not by way of acceptance of the public offer to be made
in the Prospectus, Application Forms or the SA Application Forms but is
by way of a collateral contract and as such section 87Q of the FSMA
does not entitle Placees to withdraw in the event that the Company
publishes a supplementary prospectus in connection with the Capital
Raising. If, however, a Placee is entitled to withdraw, by accepting
the offer of a placing participation, the Placee agrees to confirm
their acceptance of the offer on the terms contained in the Placing
Letter on the same terms immediately after such right of withdrawal
arises.
Placing Procedure
Any Open Offer Shares offered pursuant to the Capital Raising and not
subject to valid applications from Qualifying Shareholders received by
11.00 a.m. on 21 May 2009 (or such other time and/or date as the
Company and the Placing Agents may agree), or if not otherwise deemed
to be valid in accordance with the Prospectus, will be deemed to have
been declined and the entitlement to such shares will lapse.
Placees shall subscribe for the Firm Placed Shares and any allocation
of the Firm Placed Shares will be notified to them by 4.30 p.m. on 28
April 2009 (or such other time and/or date as the Company and the
Placing Agents may agree).
Placees will be called upon to subscribe, and shall subscribe, for the
Open Offer Placed Shares only if valid applications from Qualifying
Shareholders for such shares have not been received by 11.00 a.m. on 21
May 2009 (or such other time and/or date as the Company and the Banks
may agree), or if applications have otherwise not been deemed to be
valid in accordance with the Prospectus, and any allocation of the Open
Offer Placed Shares to Placees will be notified to them by no later
than 2.45 p.m. on the date of the EGM (or such other time and/or date
as the Company and the Banks may agree). Any allotment of Open Offer
Placed Shares to Placees will be in proportion to their allocation of
Firm Placed Shares relative to the aggregate of the Firm Placed Shares.
Payment in full for any New Ordinary Shares so allocated at the Issue
Price must be made by no later than midday (or such other time as shall
be notified to each Placee by the relevant Placing Agent) on the date
of Admission (or such other time and/or date as the Company and the
Banks may agree). The Placing Agents will notify Placees if any of the
dates in this Announcement should change, including as a result of
delay in the posting of the Circular, the Prospectus, the Application
Forms or the SA Application Forms or the crediting of the Open Offer
Entitlements or Excess CREST Open Offer Entitlements in CREST or the
production of a supplementary prospectus or otherwise.
Registration and Settlement
Settlement of transactions in the Placing Securities following
Admission will take place within the CREST system, subject to certain
exceptions. The Banks and the Company reserve the right to require
settlement for and delivery of the Placing Securities to Placees by
such other means that they deem necessary if delivery or settlement is
not possible within the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the Placee`s jurisdiction. Each Placee will be deemed
to agree that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing CREST
or certificated settlement instructions which they have in place with
the relevant Bank.
Each Placee allocated any Firm Placed Shares and conditionally
allocated any Open Offer Placed Shares in the Placings will be sent a
Placing Letter confirming the contract concluded upon acceptance of
such Placee`s earlier oral offer and also confirming the number of Firm
Placed Shares and Open Offer Placed Shares conditionally allocated to
it, the Issue Price and the aggregate amount owed by such Placee to the
Banks. Settlement will be on a T+3 and delivery versus payment basis
and settlement is therefore expected to take place on 28 May 2009.
Interest is chargeable daily on payments to the extent that value is
received after the due date from Placees at the rate of two percentage
points above prevailing LIBOR. Each Placee is deemed to agree that if
it does not comply with these obligations, the Banks may sell any or
all of the New Ordinary Shares allocated to it on its behalf and retain
from the proceeds, for its own account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. By
communicating a bid for Placing Securities, each Placee confers on the
Banks all such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which the Banks
lawfully take in pursuance of such sale.
The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon any transaction in the Placing
Securities on such Placee`s behalf.
If Placing Securities are to be delivered to a custodian or settlement
agent, Placees should ensure that the Placing Letter is copied and
delivered immediately to the relevant person within that organisation.
Acceptance
By participating in the Placings and/or completing (as applicable),
signing and returning the Form of Acceptance contained in the Placing
Letter, a Placee:
(a) undertakes to the Banks in consideration of its allocation of a
placing participation to subscribe at the Issue Price for any Placing
Securities comprised in its allocation for which it is required to
subscribe pursuant to these terms and conditions and/or the Placing
Letter, subject to clawback of the Open Offer Placed Shares by
Qualifying Shareholders in the Open Offer;
(b) confirms that it has read this Announcement and has not relied on
any information given or any representations or statements made at any
time by any person in connection with Admission, the Placings, the
Company, the New Ordinary Shares, or otherwise, other than the
information contained in this Announcement or the Draft Prospectus and
that in accepting the offer of its placing participation it will be
relying solely on the information contained in this Announcement or the
Draft Prospectus, receipt of which is hereby acknowledged and
undertakes not to redistribute such documents;
(c) represents and warrants that if it has received any confidential
price sensitive information about the Company in advance of the
Placings, it has not (i) dealt in the securities of the Company; (ii)
encouraged or required another person to deal in the securities of the
Company; or (iii) disclosed such information to any person, prior to
the information being made generally available;
(d) confirms that it has taken or will take all appropriate action
required under the Proceeds of Crime Act 2002 and has complied with the
Money Laundering Regulations 2007 and any other applicable legislation
concerning prevention of money laundering (the "Regulations") and, if
it is making payment on behalf of a third party, it has obtained and
recorded satisfactory evidence to verify the identity of the third
party as may be required by the Regulations;
(e) acknowledges and accepts that the Banks may, in accordance with
applicable legal and regulatory provisions, engage in transactions in
relation to the Placing Securities and/or related instruments for their
own account for the purpose of hedging their underwriting exposure or
otherwise and, except as required by applicable law or regulation, the
Banks will not make any public disclosure in relation to such
transactions;
(f) represents and warrants that it is (i) if in the UK, a person of a
kind described in articles 19(5) or 49(2) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and (ii)
entitled to subscribe for the New Ordinary Shares comprised in its
allocation under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder and
complied with all necessary formalities;
(g) represents and warrants that it has only communicated or caused to
be communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within
the meaning of section 21 of FSMA) relating to the Placing Securities
in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
(h) represents and warrants that it is not acting in concert (within
the meaning given in the City Code on Takeovers and Mergers) with any
other Placee or any other person in relation to the Company;
(i) represents and warrants that it has complied and will comply with
all applicable provisions of FSMA with respect to anything done by it
in relation to the Placing Securities in, from or otherwise involving
the United Kingdom;
(j) represents and warrants that it has all necessary capacity and has
obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or
referred to in this Announcement) to enable it to commit to this
participation and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement;
(k) represents and warrants that it is not, and at the time the
Placing Securities are subscribed for and purchased will not be,
subscribing on behalf of a resident of Australia, Canada or Japan;
(l) represents and warrants that it does not expect the Banks to have
any duties or responsibilities towards it for providing protections
afforded to clients under the Rules of the Financial Services Authority
(the "Rules") or advising it with regard to the Placing Securities and
that it is not, and will not be, a client of any of the Banks as
defined by the Rules. Likewise, any payment by it will not be treated
as client money governed by the Rules;
(m) represents and warrants that any exercise by the Banks of any
right to terminate the Placing Agreement or of other rights or
discretions under the Placing Agreement or the Placings or the terms of
the Placing Letter shall be within the Banks` absolute discretion and
the Banks shall not have any liability to it whatsoever in relation to
any decision to exercise or not to exercise any such right or the
timing thereof;
(n) represents and warrants that it is not, and it is not applying as
nominee(s) or agent(s) for, a person/person(s) who is (are) or may be a
person mentioned in sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services);
(o) if it is in the EEA, represents and warrants that it is a
qualified investor as defined in section 86(7) of the FSMA, as amended,
being a person falling within Articles 2.1(e)(i), (ii) or (iii) of
Directive 2003/71/EC;
(p) if it is resident in South Africa, it has obtained the necessary
approval from the SARB in order to participate in the Placings or it is
entitled to make use of an exemption and is accordingly entitled to
participate in the Placings;
(q) confirms that the person who it specifies for registration as
holder of the Placing Securities will be (i) the Placee or (ii) a
nominee of the Placee, as the case may be, and acknowledges that the
Banks and the Company will not be responsible for any liability to pay
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement; it agrees to acquire any Placing Securities
pursuant to the Placings on the basis that the Placing Securities will
be allotted to a CREST stock account of one of the Banks who will hold
them as nominee on behalf of the Placee until settlement in accordance
with its standing settlement instructions with it;
(r) acknowledges that where it is acquiring Placing Securities for one
or more managed accounts, it represents and warrants that it is
authorised in writing by each managed account to acquire Placing
Securities for that managed account;
(s) if it is a pension fund or investment company, acknowledges that
its acquisition of any Placing Securities is in full compliance with
applicable laws and regulations;
(t) it has not offered or sold and will not offer or sell any Placing
Securities to persons in the United Kingdom prior to Admission except
to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent)
for the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public
in the United Kingdom within the meaning of section 85(1) of the FSMA;
(u) it has not offered or sold and will not offer or sell any New
Ordinary Shares to persons in the EEA prior to Admission except to
persons whose ordinary activities involve them acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purpose of their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in any
member state of the EEA within the meaning of the Prospectus Directive
(which means Directive 2003/71/EC and includes any relevant
implementing measure in any member state);
(v) acknowledges that participation in the Placings is on the basis
that, for the purposes of the Placings, it is not and will not be a
client of either Goldman Sachs International, HSBC Bank plc, Merrill
Lynch International, UBS Limited, Barclays Capital or RBS Hoare Govett
and that none of Goldman Sachs International, HSBC Bank plc, Merrill
Lynch International, UBS International Limited, Barclays Capital or RBS
Hoare Govett have any duties or responsibilities to it for providing
the protections afforded to their clients nor for providing advice in
relation to the Placings nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement or the contents of this Announcement;
(w) acknowledges that any agreements entered into by it pursuant to
these terms and conditions shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on its
behalf and on behalf of any Placee on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment
for the New Ordinary Shares (together with any interest chargeable
thereon) may be taken by the Banks in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have
a quotation on a recognised stock exchange;
(x) agrees that the Banks and the Company will rely upon the truth and
accuracy of the foregoing representations and warranties which are
irrevocable;
(y) agrees to indemnify and hold harmless the Company and each Bank
and their directors, officers, employees, agents and affiliates and
each person, if any, who controls any such Bank (within the meaning of
Section 15 of the Securities Act or Section 20 of the US Securities
Exchange Act of 1934) from and against any and all losses, claims,
damages and liabilities (i) arising from any breach by such Placee of
any of the provisions of this Announcement, the Placing Letter and (ii)
incurred by the Banks and/or the Company arising from the performance
of the Placee`s obligations as set out in this Announcement; and
(z) agrees to indemnify and hold the Company and the Banks harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements, agreements
and undertakings in this Announcement and further agrees that the
provisions of this Announcement shall survive after completion of the
Capital Raising.
Please also note that the agreement to allot and issue Placing
Securities to Placees (or the persons for whom Placees are contracting
as agent) free of stamp duty and stamp duty reserve tax in the UK
relates only to their allotment and issue to Placees, or such persons
as they nominate as their agents, direct from the Company for the
Placing Securities in question. Such agreement assumes that such
Placing Securities are not being acquired in connection with
arrangements to issue depositary receipts or to transfer such Placing
Securities into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in such
Placing Securities, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor the Banks would be
responsible. If this is the case, it would be sensible for Placees to
take their own advice and they should notify the relevant Bank
accordingly. In addition, Placees should note that they will be liable
for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the acquisition
by them of any Placing Securities or the agreement by them to acquire
any Placing Securities.
Selling Restrictions
In taking up an allocation of a placing participation a Placee:
(aa) represents and warrants that it is not a person who has a
registered address in, or is a resident, citizen or national of, a
country or countries, in which it is unlawful to make or accept an
offer to subscribe for Placing Securities;
(bb) represents and warrants that, if it is a person (including without
limitation, nominees and trustees of such a person) with a registered
address outside the United Kingdom or a citizen or resident of a
country other than the United Kingdom, it has fully observed and will
fully observe the applicable laws of any relevant territory, including
complying with the selling restrictions set out herein and obtaining
any requisite governmental or other consents and it has fully observed
and will fully observe any other requisite formalities and pay any
issue, transfer or other taxes due in such territories;
(cc) confirms that it is a person whose ordinary activities involve it
(as principal or agent) in acquiring, holding, managing or disposing of
investments for the purpose of its business and it undertakes that it
will (as principal or agent) acquire, hold, manage or dispose of any
Placing Securities that are allocated to it for the purposes of its
business;
(dd) confirms that it is either (i) outside the United States
purchasing in an offshore transaction pursuant to Regulation S of the
Securities Act or (ii) a QIB or purchasing Placing Securities on behalf
of a QIB, and who will sign the US Form of Acceptance, and who
understands (or, if it is acting for the account of another person,
such person has confirmed that such person understands) that (a) any
New Ordinary Shares are "restricted securities" (within the meaning of
Rule 144(a)(3) of the Securities Act), and that, for so long as the New
Ordinary Shares are restricted securities, it will segregate such New
Ordinary Shares from any other shares that it holds that are not
restricted securities, will not deposit the New Ordinary Shares into
any unrestricted depositary facility established or maintained by a
depositary bank and will only transfer such New Ordinary Shares in
accordance with Section (b) herein; (b) the New Ordinary Shares may not
be reoffered, resold, pledged or otherwise transferred except (i) in an
offshore transaction in accordance with Rule 903 or 904 of Regulation S
under the Securities Act (and, if in a privately negotiated
transaction, to a person that is not an ERISA plan or entity) (ii)
pursuant to Rule 144 under the Securities Act (if available), (iii) in
the United States to QIBs that are not an ERISA plan or entity pursuant
to Rule 144A under the Securities Act or (iv) pursuant to an effective
registration statement under the Securities Act, and that in each case,
such offer, sale, pledge or transfer must be made in accordance with
all applicable securities laws in the United States; (c) whether or not
it currently holds the Company`s American Depositary Receipts ("ADRs"),
it will receive the New Ordinary Shares in the form of ordinary shares
and not in the form of ADRs and (d) until six months after the latest
date on which the New Ordinary Shares are delivered in the Placings
(which is currently expected to be 28 May 2009), no depositary will
accept deposits of the New Ordinary Shares in the Company`s ADR
facility or permit pre-releases of the Company`s American Depositary
Shares from its ADR facility unless it (or a broker on its behalf)
certifies, among other things, that the shares to be deposited were not
subscribed or purchased pursuant to the Placings, and that it has not
borrowed shares to be deposited with the intention of replacing them
with New Ordinary Shares subscribed or purchased pursuant to the
Placings;
(ee) acknowledges that none of the Placing Securities have been or will
be registered under the Securities Act;
(ff) acknowledges that none of the Placing Securities may be offered,
sold, taken up or delivered directly or indirectly, in or into or
within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act;
(gg) acknowledges and agrees that it is not acquiring any of the
Placing Securities as a result of any form of general solicitation or
general advertising (within the meaning of Rule 502(c) of Regulation D
under the Securities Act) or directed selling efforts (as defined in
Regulation S under the Securities Act);
(hh) represents and warrants it has fully observed the laws of all
relevant jurisdictions which apply to it, obtained all governmental and
other consents which may be required and complied with all relevant
formalities and that it has not taken any action which will or may
result in the Company or the Banks (or any of them) being in breach of
a legal or regulatory requirement of any territory in connection with
the Placings and that it has obtained all other necessary consents and
authorities required to enable it to give its commitment to subscribe
for the relevant Placing Securities and to perform its obligations
under the terms contained in this Announcement and in the Placing
Letter;
(ii) acknowledges that no disclosure document in relation to this offer
has been lodged with the Australian Securities and Investments
Commission. If it is resident in Australia, it warrants and undertakes
that it is:
(i) a `sophisticated investor` as described in section
708(8)(a) or (b) of Australia`s Corporations Act 2001
(Cth) (`Corporations Act`), that is: (A) a person who must
pay at least AUD500,000 for the shares pursuant to the
Placings (disregarding any amounts lent by the Company or
its associates); or (B) where the amount payable for the
shares on acceptance of the Placings, and the amounts
previously paid for the shares of the same class, add up
to at least AUD500,000; or
(ii) an Australian `professional investor` as described in
section 708(11) of the Corporations Act, that is a person
who is: (A) a financial services licensee; (B) a body
regulated by APRA (the Australian Prudential Regulation
Authority) other than a trustee of any of the following
(all within the meaning of the Superannuation Industry
(Supervision) Act 1993): (i) a trustee of a superannuation
fund, (ii) an approved deposit fund, (iii) a pooled
superannuation trust, or (iv) a public sector
superannuation scheme; (C) a body registered under the
Financial Corporations Act 1974; (D) a trustee of any of
the following (all within the meaning of the
Superannuation Industry (Supervision) Act 1993 and with
net assets of at least AUD10 million): (i) a
superannuation fund, (ii) an approved deposit fund, (iii)
a pooled superannuation trust, or (iv) a public sector
superannuation scheme; (E) an Australian listed entity or
a related body corporate of a listed entity; (F) an exempt
public authority; (G) a body investing funds subscribed
for the purpose of investment in financial products,
interests in land or other investments following an offer
to the public; (H) a person who controls assets of at
least AUD10 million (including any assets held by an
associate or under a trust that the person manages); or
(I) a non-Australian entity that, if it was established or
incorporated in Australia, would be covered by one of the
proceeding paragraphs.
It acknowledges that any offer of shares by the Company is void
and incapable of acceptance to the extent that it has been
received by it and it is not a professional investor or
sophisticated investor as set out in paragraphs (a) and (b)
above. If it acquires any shares in Australia as a result of this
Announcement, it warrants and undertakes that it will not offer
any shares issued to it under this Announcement for resale in
Australia within 12 months of any such shares being issued unless
the resale offer is exempt from the requirement to issue a
disclosure document under section 708 of the Corporations Act.
Offsetting provisions
If a Placee is entitled to participate in the Open Offer by virtue of
being a Qualifying Placee it will be able to apply to subscribe for New
Ordinary Shares under the Open Offer and it may elect to have its
participation in the Placing reduced by up to the number of New
Ordinary Shares for which it has validly applied and paid for under the
Open Offer and any additional entitlements subscribed for under the
Excess Application Facility, if applicable. Any participation by a
Qualifying Placee in the Open Offer and the Excess Application Facility
will not reduce its commitment in respect of the Firm Placed Shares
that make up that Placee`s placing participation. The Company reserves
the right to treat as invalid any application or purported application
for Open Offer Shares that appears to the Company or its agents to have
been executed, effected or dispatched from the United States or an
Excluded Territory or in a manner that may involve a breach of the laws
or regulations of any jurisdiction or if the Company or its agents
believe that the same may violate applicable legal or regulatory
requirements or if it provides an address for delivery of the share
certificates of New Ordinary Shares or in the case of a credit of Open
Offer Entitlements or Excess CREST Open Offer Entitlements to a stock
account in CREST, to a CREST member whose registered address would be
in an Excluded Territory or the United States, or any other
jurisdiction outside the United Kingdom in which it would be unlawful
to deliver such share certificates of make such a credit.
No portion of a Placee`s placing participation may be offset through
any purchase of New Ordinary Shares by any other means. A Placee may
not reduce its placing participation through further placing or any
other means, nor undertake hedging activities such as selling shares of
the Company nor induce the sale of shares of the Company nor enter into
put options or call options or any other hedging derivatives
transactions on shares of the Company nor carry out any other
transaction for its own account which could have a significant effect
on the price of the shares of the Company. Without prejudice to the
foregoing sentence, the foregoing restrictions above shall not apply to
(a) (i) transactions entered into for the purposes of hedging
derivatives transactions of any kind in relation to shares of the
Company, or (ii) proprietary positions on securities of the Company, in
each case entered into by a Placee prior to this Announcement of the
transaction, or (b) any other hedging transactions relating to ordinary
course market making or customer facilitation transactions.
Furthermore, a Placee will be subject to no limitation on carrying out
the restricted transactions for the account of its customers, or on
buying shares of the Company for its own account, provided that those
transactions are carried out in the ordinary course of its business and
it complies with the securities market existing regulations on rules of
conduct and market abuse.
Each Placee agrees to provide the Banks with such relevant documents as
they may reasonably request to comply with requests or requirements
from the Banks resulting from requests that the Company may receive
from relevant regulators in relation to the Placings, subject to its
legal, regulatory and compliance requirements and restrictions.
Times
Unless the context otherwise requires, all references to time are to
London time. All times and dates in this Announcement may be subject to
amendment. The Placing Agents will notify Placees and any persons
acting on behalf of the Placees of any changes.
DEFINITIONS
In this Announcement the following expressions have the following
meaning unless the context otherwise requires:
Admission the admission of the New Ordinary
Shares to the Official List
becoming effective in accordance
with the Listing Rules and the
admission of such New Ordinary
Shares to trading on the London
Stock Exchange`s market for listed
securities, becoming effective in
accordance with the Admission and
Disclosure Standards.
Announcement this announcement and the Appendix.
Application Form(s) the personalised application form
on which Qualifying NonCREST
Shareholders may apply for Open
Offer Shares under the Open Offer.
Banks Barclays Capital, HSBC Bank plc,
Merrill Lynch International,
Merrill Lynch South Africa, RBS
Hoare Govett, UBS Limited and UBS
South Africa.
Barclays Capital the investment banking division of
Barclays Bank PLC of 1 Churchill
Place, London E14 5HP.
Board the board of directors of Liberty
International.
Bookbuilding the process through which the Banks
determine the demand for the
Placing Securities and the Issue
Price.
Business Day a day (excluding Saturdays and
Sundays or public holidays in
England and Wales) on which banks
generally are open for business in
London for the transaction of
normal business.
Capco Capital & Counties Limited and the
companies which form part of the
Capital & Counties business.
Capital Raising Firm Placing and Placing and Open
Offer.
Circular the circular to Shareholders
incorporating the notice of
Extraordinary General Meeting.
Closing Date 28 May 2009, being the date of
Admission and the date for
settlement of subscriptions, as the
case may be, under the Capital
Raising, or such other date as the
Company and the Banks may agree.
CMBS commercial mortgage backed
securities.
Company or Liberty Liberty International PLC, a
International company incorporated under the laws
of England and Wales (registered
under no. 03685527), with its
registered office at 40 Broadway,
London SW1H 0BT and registered as
an external company in South Africa
(registered under No.
1999/012910/10), with its
registered external office at 4th
Floor, Liberty Life Centre, 1
Ameshoff Street, 2001 South Africa.
Convertible Bonds the GBP240,000,000 3.95 per cent.
convertible bonds due 2010
convertible into Ordinary Shares.
CREST the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear UK & Ireland
Limited is the operator (as defined
in the CREST Regulations).
CREST Regulations the Uncertificated Securities
Regulations 2001 (SI 2001 No.
01/378) (as amended).
CSC Capital Shopping Centres PLC and
the companies which form part of
the Capital Shopping Centres
business.
Directors the executive directors and non-
executive directors of the Company.
Disclosure and the rules relating to the
Transparency Rules disclosure of information made in
accordance with Section 73(A)(3) of
FSMA.
Draft Prospectus the draft of the Prospectus
expected to be provided to Placees
on or around 28 April 2009.
EEA the European Economic Area.
EGM or Extraordinary the extraordinary general meeting
General Meeting of the Company to be convened in
connection with the Capital Raising
and proposed to be held on 22 May
2009.
Excess Application the arrangement pursuant to which
Facility Qualifying Shareholders may
subscribe for additional Open Offer
Shares in excess of their Open
Offer Entitlement (up to a maximum
number of Open Offer Shares equal
to the number of Open Offer Shares
comprised in the Open Offer
Entitlements) provided they have
agreed to take up their Open Offer
Entitlement in full.
Excess CREST Open Offer in respect of each Qualifying CREST
Entitlement Shareholder, the entitlement (in
addition to his Open Offer
Entitlement) to apply for Open
Offer Shares up to the number of
Open Offer Shares comprised in his
Open Offer Entitlement, credited to
his stock account in CREST,
pursuant to the Excess Application
Facility, which is conditional on
him taking up his Open Offer
Entitlement in full and which may
be subject to scaling back in
accordance with the terms to be set
out in the Prospectus.
Excluded Territories Australia, Canada and Japan,
and each an Excluded subject to any applicable
Territory exemptions to be set out in the
Prospectus.
Existing Ordinary the Ordinary Shares in issue at the
Shares date of this Announcement.
Firm Placed Shares the New Ordinary Shares which have
been offered to Placees in the Firm
Placing.
Firm Placing the unconditional placing of New
Ordinary Shares to Placees which
are not subject to clawback in
respect of valid applications by
Qualifying Shareholders for the New
Ordinary Shares.
Form of Acceptance the form attached to the Placing
Letter by which Placees acknowledge
their acceptance of the terms and
conditions of the Placing.
FSA or the Financial the Financial Services Authority of
Services Authority the United Kingdom.
FSMA the Financial Services and Markets
Act 2000, as amended.
HSBC HSBC Bank plc of 8 Canada Square,
London E14 5HQ.
Goldman Sachs Goldman Sachs International of 133
International Fleet Street, London EC4A 2BB.
Gordon Family Interests the interests of Sir Donald Gordon,
his family and related trusts and
entities.
Group Liberty International and, where
appropriate, its subsidiary
undertakings.
IPD Investment Property Databank.
IPD Index the IPD Monthly All Property Index.
Issue Price the price determined by the Banks
and the Company for each of the New
Ordinary Shares.
Johannesburg Stock JSE Limited (Registration number
Exchange or JSE 2005/022939/06), a company duly
registered and incorporated with
limited liability under the company
laws of South Africa, licensed as
an exchange under the Securities
Services Act, 2004 (Act 36 of
2004).
LIBOR London Interbank Offer Rate.
Listing Rules the Listing Rules made by the FSA
under Part VI of FSMA.
London Stock Exchange London Stock Exchange plc.
Merrill Lynch Merrill Lynch International of
International Merrill Lynch Financial Centre, 2
King Edward Street, London EC1A
1HQ.
New Ordinary Shares the Firm Placed Shares and/or the
Open Offer Shares, as the context
requires
Official List the Official List of the FSA
pursuant to Part VI of FSMA.
Open Offer the offer proposed to be made to
Qualifying Shareholders,
constituting an invitation to apply
for the Open Offer Shares on the
terms of the Prospectus.
Open Offer Entitlements the entitlement of a Qualifying
Shareholder, pursuant to the Open
Offer, to apply for Open Offer
Shares on the terms of the
Prospectus.
Open Offer Placed the Open Offer Shares to be offered
Shares to the Placees in the Placing.
Open Offer Shares the New Ordinary Shares which will
be offered to Qualifying
Shareholders in the Open Offer.
Ordinary Shares or the ordinary shares of 50p each in
Shares the share capital of the Company
(including, if the context
requires, the New Ordinary Shares).
Overseas Shareholder Shareholders with registered
addresses outside the United
Kingdom or who are citizens or
residents of countries outside the
United Kingdom.
PID a dividend received by a
shareholder of a REIT in respect of
profits and gains of the qualifying
property rental business of UK
resident Group companies and the
qualifying property rental business
in the UK of non-UK resident Group
companies.
Placee or Placees a person that applies to
participate in the Placings.
Placing the conditional placing by the
Banks of Open Offer Shares to
Placees which are subject to
clawback in respect of valid
applications by Qualifying
Shareholders for such New Ordinary
Shares.
Placing Agents Merrill Lynch International and UBS
Investment Bank.
Placing Agreement the Placing Agreement entered into
between the Company and the Banks,
in connection with the Capital
Raising.
Placing Letter the letter by which Placees make
required representations,
warranties, indemnities,
acknowledgements and undertakings,
which the Placee is obliged to
complete and sign as formal
acceptance of its allocation in the
Placings.
Placing Securities the Firm Placed Shares and the Open
Offer Placed Shares.
Placings the Firm Placing and the Placing.
pounds sterling or GBP the lawful currency of the United
Kingdom.
Pricing Supplement the pricing supplement proposed to
be issued by the Company confirming
the Issue Price and the number of
New Ordinary Shares.
Prospectus the Prospectus proposed to be
published in due course by the
Company containing full details of
the Capital Raising, which will be
made available to Qualifying
Shareholders eligible to
participate in the Open Offer free
of charge, at Liberty
International`s registered office
and on Liberty International`s
website at www.liberty-
international.co.uk.
Prospectus Rules the Prospectus Rules of the
FSA published under section 73A(4)
of FSMA.
QIB a qualified institutional buyer as
defined in Rule 144A under the
Securities Act.
Qualifying CREST Qualifying Shareholders holding
Shareholders Ordinary Shares in uncertificated
form (other than Qualifying South
African Shareholders).
Qualifying Non-CREST Qualifying Shareholders holding
Shareholders Ordinary Shares in certificated
form (other than Qualifying South
African Shareholders).
Qualifying Placee a Placee entitled to participate in
the Open Offer by virtue of being a
Qualifying Shareholder.
Qualifying Shareholders Qualifying South African
Shareholders and holders of
Ordinary Shares on the UK Register
at the UK Record Date.
Qualifying South holders of Ordinary Shares on the
African Shareholder SA Register as at the close of
business on the SA Record Date.
RBS Hoare Govett RBS Hoare Govett Limited of 250
Bishopsgate, London EC2M 4AA.
Real Estate Investment a Real Estate Investment Trust as
Trust or REIT defined in Part 4 of the Finance
Act 2006.
Regulation S Regulation S promulgated under the
Securities Act.
Regulatory Information one of the regulatory information
Service services authorised by the UK
Listing Authority to receive,
process and disseminate regulatory
information in respect of listed
companies.
Resolution the special resolution to be
proposed at the EGM in connection
with the Capital Raising.
SA Application Form the personalised application form
on which Qualifying South African
Shareholders may apply for Open
Offer Shares under the Open Offer.
SARB South African Reserve Bank.
SA Record Date SA Register at the close of
business on 7 May 2009.
SA Register the branch register of members of
the Company in South Africa.
Securities Act the United States Securities Act of
1933, as amended.
Shareholder holder of Ordinary Shares.
South Africa the Republic of South Africa.
South African Resident a Qualifying Shareholder that is
Shareholders considered a resident of South
Africa under the Exchange Control
Regulations of South Africa issued
under the Currency and Exchanges
Act 1933 (Act 9 of 1933).
Supplementary any supplement to the Prospectus
Prospectus published by the Company pursuant
to section 87G of FSMA.
UBS Investment Bank UBS Limited of 1 Finsbury Avenue,
London EC2M 2PP.
UKLA the FSA acting in its capacity as
the competent authority under Part
VI of the Act.
UK Record Date close of business on 28 April 2009.
UK Register the register of members of the
Company in the United Kingdom.
United Kingdom or UK the United Kingdom of Great Britain
and Northern Ireland.
United States has the meaning given in Rule
902(1) of Regulation S.
US Form of Acceptance the Form of Acceptance for use by
Placees in the United States.
US Securities and the United States government agency
Exchange Commission having primary responsibility for
enforcing the federal securities
laws and regulating the securities
laws and regulating the securities
industry/stock market.
28 April 2009
Joint sponsors:
Merrill Lynch South Africa (Pty) Limited
UBS South Africa (Pty) Limited
Date: 28/04/2009 08:33:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
