| Tue 28 Apr 2009, 17:01 | | LBT - Liberty International Plc - Firm Placing and Placing and Open Offer of 200 |
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LBT
LILII
LBT - Liberty International Plc - Firm Placing and Placing and Open Offer of 200
Million New Ordinary Shares at 310 Pence Per New Share Raising Gross
Proceeds Of GBP620 Million
LIBERTY INTERNATIONAL PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: LBT
Issuer Code: LILI
FIRM PLACING AND PLACING AND OPEN OFFER OF 200 MILLION NEW ORDINARY SHARES AT
310 PENCE PER NEW SHARE RAISING GROSS PROCEEDS OF GBP620 MILLION
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
FIRM PLACING AND PLACING AND OPEN OFFER OF 200 MILLION NEW ORDINARY SHARES AT
310 PENCE PER NEW SHARE RAISING GROSS PROCEEDS OF GBP620 MILLION
The Board of Liberty International PLC ("Liberty International" or the
"Company") announces the pricing of the Firm Placing and Placing and Open Offer
of New Ordinary Shares announced yesterday. A total of 200 million New Ordinary
Shares have been placed at the Issue Price of 310 pence per New Ordinary Share
raising gross proceeds of GBP620 million. Merrill Lynch and UBS Investment Bank
are acting as joint sponsors and brokers, HSBC Bank plc, Merrill Lynch and UBS
Investment Bank (the "Banks") are acting as joint lead managers and Barclays
Capital and RBS Hoare Govett are acting as co-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.
The Issue Price of 310 pence represents a 21.9 per cent. discount to the market
price at the time of agreeing the Issue price and a 37.1 per cent. discount to
pro forma adjusted, diluted NAV per share1. The proceeds of the Capital Raising
(net of expenses of approximately GBP28 million) will reduce net indebtedness,
increase the Group`s available cash and undrawn committed financing facilities,
improve financial ratios and increase financial flexibility.
The Placees have agreed to subscribe for 104.8 million Firm Placed Shares and to
subscribe for 95.2 million Open Offer Placed Shares, both at the Issue Price of
310 pence. The Open Offer Placed Shares are subject to clawback in respect of
valid applications by Qualifying Shareholders at the Issue Price under the Open
Offer. The Firm Placed Shares are not subject to clawback and are not part of
the Open Offer.
The Gordon Family Interests have subscribed for 9.7 million Firm Placed Shares
at the Issue Price and have also committed to claw back an additional 3.2
million of New Ordinary Shares under their entitlement as shareholders in the
Open Offer.
A Prospectus is expected to be published and a Circular is expected to be sent
to Shareholders on or around 29 April 2009 containing full details of how
Qualifying Shareholders can participate in the Open Offer. The Prospectus will
be available to Qualifying Shareholders free of charge, at Liberty
International`s registered office and on Liberty International`s website at
www.liberty-international.co.uk.
The New Ordinary Shares being issued represent an increase of approximately 54.7
per cent. in Liberty International`s existing issued share capital.
The New Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Shares including the right to receive all future
dividends or other distributions declared, made or paid after the date of their
issue.
Applications have been made for the New Ordinary Shares to be admitted to the
Official List and to trading on the London Stock Exchange. 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. Listing of the New Ordinary
Shares on the Johannesburg Stock Exchange is expected to take place at 9.00 a.m.
(South African time) on 28 May 2009.
The Capital Raising is conditional on the passing of a 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 Capital Raising will be on the terms and subject to the conditions set out
in the Prospectus and Existing Shareholders will be able to subscribe for Open
Offer Shares up until 11.00 a.m. on 21 May 2009.
Further Information on the Open Offer
The Placees in the Conditional Placing have agreed to subscribe for the Open
Offer Placed Shares at the Issue Price subject to Admission and subject to
clawback in respect of valid applications by Qualifying Shareholders at the
Issue Price under the Open Offer.
Under the Open Offer, Qualifying Shareholders will be given the opportunity to
apply for the Open Offer Shares at the Issue Price of 310 pence per New Ordinary
Share on the following basis:
2.601980 Open Offer Shares for every 10 Existing Shares
registered in their name on the relevant Record Date and otherwise on the terms
and conditions set out in the Prospectus. Fractional entitlements to New
Ordinary Shares will not be allotted to Shareholders and entitlements will
instead be rounded down to the nearest whole number of New Ordinary Shares.
Shareholders may not transfer Shares between the UK Register and the SA Register
from the close of business on 28 April 2009 until after the close of business on
7 May 2009.
An Excess Application Facility will enable Qualifying Shareholders to apply for
additional New Ordinary Shares up to a maximum number of Open Offer Shares equal
to the number of Open Offer Shares comprised in their Open Offer entitlement
(subject to availability). Further details in relation to the Excess Application
Facility will be set out in the Prospectus and, for Qualifying Non-CREST
Shareholders and Qualifying South African Shareholders, the Application Form and
SA Application Form respectively.
The latest time and date for acceptance and payment in full under the Capital
Raising will be 11.00 a.m. on 21 May 2009, unless otherwise announced by the
Company via a Regulatory Information Service and on SENS.
Upon completion of the Capital Raising, the New Ordinary Shares will represent
approximately 35.4 per cent of the Company`s Enlarged Issued Ordinary Share
Capital and the Existing Shares will represent approximately 64.6 per cent of
the Company`s Enlarged Issued Ordinary Share Capital. The New Ordinary Shares
will be issued pursuant to a resolution to be proposed to Shareholders at the
Extraordinary General Meeting. Following the issue of the New Ordinary Shares to
be allotted pursuant to the Capital Raising, Qualifying Shareholders who take up
their full entitlements (excluding any entitlement under the Excess Application
Facility) in respect of the Open Offer will suffer a dilution of approximately
18.5 per cent to their interests in the Company. Qualifying Shareholders who do
not take up any of their entitlements in respect of the Open Offer will suffer a
dilution of approximately 35.4 per cent to their interests in the Company.
Qualifying Shareholders should note that the Placing and Open Offer is not a
rights issue and should be aware that in the Placing and Open Offer, unlike a
rights issue, any Open Offer Shares not applied for will not be sold in the
market on behalf of, or placed for the benefit of, Qualifying Shareholders who
do not apply under the Placing and Open Offer, but will be issued to the
Conditional Placees for the benefit of the Company.
Application has been made for the Open Offer Entitlements and Excess CREST Open
Offer Entitlements to be admitted to CREST. It is expected that the Open Offer
Entitlements and Excess CREST Open Offer Entitlements will be admitted to CREST
at 8.00 a.m. on 30 April 2009. The CREST Open Offer Entitlements and Excess
CREST Open Offer Entitlements will also be enabled for settlement in CREST at
8.00 a.m. on 30 April 2009. Applications through the CREST system may only be
made by the Qualifying Shareholder originally entitled or by a person entitled
by virtue of a bona fide market claim.
Qualifying CREST Shareholders should note that, although the Open Offer
Entitlements and Excess CREST Open Offer Entitlements will be admitted to CREST
and be enabled for settlement, applications in respect of entitlements under the
Open Offer may only be made by the Qualifying Shareholder originally entitled or
by a person entitled by virtue of a bona fide market claim raised by Euroclear`s
Claims Processing Unit. Qualifying Non-CREST Shareholders should note that their
Application Form is not a negotiable document and cannot be traded.
Further information on the Capital Raising, including the terms and conditions
of the New Ordinary Shares and the procedure for acceptance and payment and the
procedure in respect of rights not taken up will be set out in the Prospectus.
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 7991 8888
Nick Donald
Goldman Sachs International
Tel: +44 (0) 207 774 1000
Andy 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 plc, 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, 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
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 1
Terms and Conditions of the Open Offer
Subject to the terms and conditions set out below and in Part III (``Terms and
Conditions of the Open Offer``) of the Prospectus (and, in the case of
Qualifying Non-CREST Shareholders, in the Application Form, and in the case of
Qualifying South African Shareholders, in the SA Application Form), Qualifying
Shareholders are being given the opportunity to apply for any number of Open
Offer Shares at the Issue Price (payable in full on application and free of all
expenses) on the following basis:
2.601980 Open Offer Shares at 310 pence per Open Offer Share for every 10
Existing Shares
registered in the name of each Qualifying Shareholder on the relevant Record
Date and so in proportion to any other number of Ordinary Shares then registered
and held by each Qualifying Shareholder. Applications by Qualifying Shareholders
will be satisfied in full up to their Open Offer Entitlements. Fractions of Open
Offer Shares will not be allotted to Qualifying Shareholders in the Open Offer
and fractional entitlements under the Open Offer will be rounded down to the
nearest whole number of Open Offer Shares.
Shareholders may not transfer Existing Shares between the UK Register and the SA
Register from the close of business on 28 April 2009 until after the close of
business on 7 May 2009.
Qualifying South African Shareholders should note that, in accordance with the
requirements of STRATE, no dematerialisation or rematerialisation of Existing
Shares will be possible from the close of business (South African time) on 29
April 2009 until after the close of business (South African time) on 7 May 2009.
Applications by Qualifying Shareholders will be satisfied in full up to the
amount of their individual Open Offer Entitlement. Qualifying Shareholders are
also being given the opportunity, provided they take up their Open Offer
Entitlement in full, to apply for additional Open Offer Shares in excess of
their Open Offer Entitlement through the Excess Application Facility, up to a
maximum number of additional Open Offer Shares equal to the number of Open Offer
Shares comprised in their Open Offer Entitlement.
If applications under the Excess Application Facility are received for more than
the total number of Open Offer Shares available following take up of Open Offer
Entitlements, such applications will be scaled back pro rata to the number of
Open Offer Shares applied for by Qualifying Shareholders under the Excess
Application Facility.
Holdings of Existing Shares in certificated and uncertificated form will be
treated as separate holdings for the purpose of calculating entitlements under
the Open Offer, as will holdings under different designations, in different
accounts and on different registers.
If you are a Qualifying Non-CREST Shareholder, the Application Form will show
the number of Ordinary Shares registered in your name on the UK Record Date (in
Box 6) and will also show your Open Offer Entitlement (in Box 7).
If you are a Qualifying South African Shareholder who has elected to receive
documentation directly from the Company, the SA Application Form will show the
number of Ordinary Shares registered in your name on the SA Record Date (in Box
6) and will also show your Open Offer Entitlement (in Box 7). If you are a
Qualifying South African Shareholder who holds their shares in uncertificated
form and who has not previously elected to receive documentation directly from
the Company, you will not receive an SA Application Form and will need to
contact your CSDP who will obtain an SA Application Form on your behalf. This SA
Application Form will be blank as to the number of Open Offer Shares and you
will need to instruct your CSDP as to the number of Open Offer Shares for which
you want to apply, so that your CSDP can complete and submit the SA Application
Form on your behalf.
Qualifying CREST Shareholders will have Open Offer Entitlements and Excess Open
Offer Entitlements credited to their stock accounts in CREST and should refer to
paragraph 4.3 of Part III "Terms and Conditions of the Open Offer" of the
Prospectus and also to the CREST Manual for further information on the relevant
CREST procedures.
Qualifying Shareholders will have a basic pro rata entitlement to apply for Open
Offer Shares which, in the case of Qualifying Non-CREST Shareholders and
Qualifying South African Shareholders, is equal to the number of Open Offer
Entitlements to be shown in Box 7 on the Application Form or SA Application Form
(as the case may be), or, in the case of Qualifying CREST Shareholders, is equal
to the number of Open Offer Entitlements that will be credited to their stock
account in CREST on 30 April 2009. Applications by Qualifying Shareholders will
be satisfied in full up to their Open Offer Entitlements. The Excess Application
Facility enables Qualifying Shareholders to apply for Open Offer Shares in
excess of their Open Offer Entitlements up to a maximum number of additional
Open Offer Shares equal to the number of Open Offer Shares comprised in their
Open Offer Entitlement. If applications under the Excess Application Facility
are received for more than the total number of Open Offer Shares available
following take up of Open Offer Entitlements, such applications will be scaled
back pro rata to the number of Open Offer Shares applied for by Qualifying
Shareholders under the Excess Application Facility. No application in excess of
a person`s Open Offer Entitlement and the maximum number of Open Offer Shares
that can be applied for under the Excess Application Facility will be met and
any person so applying, and whose application is otherwise valid in all
respects, will be deemed to have applied for the maximum entitlement as
specified on the Application Form or SA Application Form (as the case may be)
and the maximum number of Open Offer Shares that can be applied for under the
Excess Application Facility (or, in the case of Qualifying CREST Shareholders,
for the Open Offer Entitlement and Excess CREST Open Offer Entitlement standing
to the credit of their stock account in CREST), or as otherwise notified to him
or her, as applicable (and any monies received in excess of the amount due will
be returned to any Qualifying Non-CREST Shareholder or Qualifying South African
Shareholder without interest as soon as practicable by way of cheque at such
person`s sole risk).
Qualifying Shareholders should be aware that the Open Offer is not a rights
issue. As such, Qualifying Non-CREST Shareholders and Qualifying South African
Shareholders should note that their respective Application Forms and SA
Application Forms are not negotiable documents and cannot be traded. Qualifying
CREST Shareholders should note that, although the Open Offer Entitlements and
Excess Open Offer Entitlements will be admitted to CREST and be enabled for
settlement, the Open Offer Entitlements and Excess Open Offer Entitlements will
be neither tradeable nor listed and applications in respect of entitlements
under the Open Offer may only be made by the Qualifying Shareholder originally
entitled or by a person entitled by virtue of a bona fide market claim. Open
Offer Shares for which application has not been made under the Open Offer will
not be sold in the market for the benefit of those who do not apply under the
Open Offer and Qualifying Shareholders who do not apply to take up Open Offer
Shares will have no rights under the Open Offer or receive any proceeds from it.
Any New Ordinary Shares which are not applied for in respect of the Open Offer
will be issued to the Conditional Placees, with the proceeds retained for the
benefit of the Company.
The Existing Shares are already admitted to CREST. No further application for
admission to CREST is accordingly required for the New Ordinary Shares. All such
shares, when issued and fully paid, may be held and transferred by means of
CREST.
Application has been made for the Open Offer Entitlements and Excess CREST Open
Offer Entitlements to be admitted to CREST. The conditions for such admission
having already been met, the Open Offer Entitlements and Excess Open Offer
Entitlements are expected to be admitted to CREST with effect from 30 April
2009.
The Open Offer Shares will be issued credited as fully paid and will rank pari
passu in all respects with the Existing Shares from the date of issue. The Open
Offer Shares are not being made available in whole or in part to the public
except under the terms of the Open Offer.
Appendix 2
Expected Timetable of Principal Open Offer Events
Each of the times and dates in the table below is indicative only and may be
subject to change.
Announcement of the Capital Raising on 27 April 2009
UK Record Date for entitlement under Open close of business on
Offer 28 April 2009
Commencement of restrictions on transfers close of business on
between UK Register and SA Register 28 April 2009
Publication of Prospectus and Circular to on 29 April 2009
Shareholders (posted in UK and South
Africa to Qualifying Shareholders and
placed on the Company`s website)
Existing shares marked "ex" by the London before 8.00 a.m. on 29
Stock Exchange April 2009
Commencement of restrictions on close of business on 29
Qualifying South African Shareholders April 2009 (South
dematerialising or rematerialising their African time)
Existing Shares
Commencement of the period during which close of business on 29
the SA Registrar will not register the April (South African
transfer of Existing Shares by Qualifying time)
South African Shareholders where those
Existing Shares are held in certificated
form
Existing shares marked "ex" by the before 8.00 a.m. on 30
Johannesburg Stock Exchange April 2009
Open Offer Entitlements and Excess CREST 8.00 a.m. on 30 April
Open Offer Entitlements credited to the 2009
stock accounts of Qualifying CREST
Shareholders in CREST
SA Record Date for Open Offer close of business on 7
May 2009
End of restrictions on transfers between close of business on 7
UK Register and SA Register May 2009
End of restrictions on Qualifying South close of business on 7
African Shareholders dematerialising or May (South African
rematerialising their Existing Shares time)
End of period during which the SA close of business on 7
Registrar will not register the transfer May 2009 (South African
of Existing Shares by Qualifying South time)
African Shareholders where those Existing
Shares are held in certificated form
Recommended latest time and date for 4.30 p.m. on 15 May
requesting withdrawal of Open Offer 2009
Entitlements and Excess CREST Open Offer
Entitlements from CREST (i.e. if Open
Offer Entitlements are in CREST and the
Shareholder wishes to convert them to
certificated form)
Latest time and date for depositing Open 3.00 p.m. on 18 May
Offer Entitlements into CREST 2009
Latest time and date for splitting 3.00 p.m. on 19 May
Application Forms (to satisfy bona fide 2009
market claims only), nil or fully paid
Latest time and date for receipt of 10.00 a.m. on 20 May
Extraordinary General Meeting Forms of 2009
Proxy
Latest time and date for receipt of 11.00 a.m. on 20 2009
completed SA Application Forms (with (South African time)
payment in full) by SA Registrar
Latest time and date for acceptance, 11.00 a.m. on 21 May
payment in full and submission of 2009
Application Forms and SA Application
Forms to the Registrar
Extraordinary General Meeting 10.00 a.m. on 22 May
2009
Listing of New Ordinary Shares on the 8.00 a.m. on 28
London Stock Exchange Latest time and May 2009
date for splitting Application Forms and
SA Application Form (to satisfy bona fide
market claims only)
New Ordinary Shares in uncertificated 8.00 a.m. on 28 May
form expected to be credited to accounts 2009
in CREST
Listing of New Ordinary Shares on the
Johannesburg Stock Exchange 9.00 a.m. on 28 May
2009 (South African
time)
Despatch of definitive share certificates by 3 June 2009
for the New Ordinary Shares in
certificated form
General
notes:
The actions specified in the expected timetable of principal
events above are subject to certain restrictions relating to
Shareholders with registered addresses outside the UK,
details of which are set out in Part III "Terms and
Conditions of the Open Offer" of the Prospectus.
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this
Announcement may be adjusted by Liberty International, in
which event details of the new times and dates will be
notified to the UK Listing Authority, and an announcement
will be made on a Regulatory Information Service and on SENS
and, if appropriate, will be notified to Shareholders.
Notwithstanding the foregoing, Qualifying Shareholders may
not receive any further written communication.
References to times in this Announcement are to London times
unless otherwise stated.
If you have any queries on the procedure for acceptance and
payment, you should contact the Registrar or the SA
Registrar, as appropriate. Neither the Registrar nor the SA
Registrar can provide advice on the merits of the proposals
or give any financial, legal or tax advice.
If you have any queries on the procedure for acceptance and
payment in relation to the Application Form, you should
contact the Registrar on 0871 664 0321, if you are calling
from inside the UK, or +44 20 8639 3399, if calling from
outside the UK, between 9.00 a.m. and 5.00 p.m. Monday to
Friday (excluding public holidays). Calls to the 0871 664
0321 number are charged at 10 pence per minute (including
VAT) plus any additional charges from your service provider`s
network. Calls to the helpline from outside the UK will be
charged at applicable international rates. Different charges
may apply to calls made from mobile telephones and calls may
be recorded and monitored randomly for security and training
purposes.
If you are a Qualifying South African Shareholder and you
have any queries on the procedure for acceptance and payment
in relation to the SA Application Form, you should contact
the SA Registrar on 0800 006 497, if you are calling from
inside South Africa, or +27 11 870 8218, if calling from
outside South Africa, between 9.00 a.m. and 5.00 p.m. (South
African time) Monday to Friday (excluding public holidays).
Calls to the 0800 006 497 number are toll free. Calls to the
helpline from outside South Africa will be charged at
applicable international rates. Different charges may apply
to calls made from mobile telephones and calls may be
recorded and monitored randomly for security and training
purposes.
Appendix 3
Definitions
In this document 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
Non-CREST 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.
Capital Raising Firm Placing and Placing and
Open Offer.
certificated or in where a share or other security
certificated form is not in uncertificated form.
Circular the circular to Shareholders,
incorporating the notice of
Extraordinary General Meeting.
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.
Conditional Placees those investors who have agreed
to subscribe for Open Offer
Shares not taken up by
Qualifying Shareholders in the
Open Offer.
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).
CSDP Central Securities Depositary
Participant.
Disclosure and the rules relating to the
Transparency Rules disclosure of information made
in accordance with Section
73(A)(3) of FSMA.
EGM or Extraordinary the extraordinary general
General Meeting meeting of the Company to be
convened in connection with the
Capital Raising and proposed to
be held on 22 May 2009.
Enlarged Issued the 565,728,501 Ordinary Shares
Ordinary Share Capital which are expected to be in
issue following the completion
of the Capital Raising.
Excess Application the arrangement pursuant to
Facility which 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
Entitlement CREST 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 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 Shares the Ordinary Shares in issue at
the date of this Announcement.
Firm Placed Shares the New Ordinary Shares which
the Placees have agreed to
subscribe for under 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.
Firm Placees means those investors
participating in the Firm
Placing.
FSA or the Financial the Financial Services Authority
Services Authority of 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
International 133 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.
Issue Price 310 pence per New Ordinary
Share.
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).
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 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 to apply for
2.601980 Open Offer Shares for
every 10 Existing Shares held on
the relevant Record Date,
pursuant to, and subject to the
terms of, the Open Offer.
Open Offer Placed the Open Offer Shares which have
Shares been offered to the Placees in
connection with the Placing and
Open Offer.
Open Offer Shares the 95,161,642 New Ordinary
Shares which are being offered
to Qualifying Shareholders in
the Open Offer and which the
Conditional Placees have agreed
to subscribe for subject to
clawback in respect of valid
applications by Qualifying
Shareholders.
Ordinary Shares or the ordinary shares of 50p each
Shares in the share capital of the
Company (including, if the
context requires, the New
Ordinary Shares).
Placee or Placees a person that applies to
participate in the Placings.
Placing the placing of the Open Offer
Shares with the Conditional
Placees subject to claw back
under the Open Offer, and the
Open Offer.
Placings the Firm Placing and the
Placing.
pounds sterling or GBP the lawful currency of the
United Kingdom.
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.
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 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
African Shareholder the SA Register as at the close
of business on the SA Record
Date.
Regulation S Regulation S promulgated under
the Securities Act.
Regulatory Information one of the regulatory
Service information services authorised
by the UK Listing Authority to
receive, process and disseminate
regulatory information in
respect of listed companies.
RBS Hoare Govett RBS Hoare Govett Limited of 250
Bishopsgate, London EC2M 4AA.
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).
UBS Investment Bank UBS Limited of 1 Finsbury
Avenue, London EC2M 2PP.
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 Securities and the United States government
Exchange Commission agency 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
Legal advisers to the company as to South African law
Edward Nathan Sonnenbergs Inc.
_______________________________
1 The pro forma adjusted, diluted NAV per share is based on the audited
consolidated balance sheet of the Group as at 31 December 2008, as adjusted to
illustrate the effect of the revaluation of the Group`s investment and
development properties as at 31 March 2009 and the Capital Raising as if those
events had been completed on 31 December 2008
Date: 28/04/2009 17:01:28 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.
