| Thu 30 Apr 2009, 8:58 | | LBT - Liberty International Plc - Publication of prospectus and circular |
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LBT
LILII
LBT - Liberty International Plc - Publication of prospectus and circular
LIBERTY INTERNATIONAL PLC
(Registration number UK3685527)
ISIN Code: 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.
LIBERTY INTERNATIONAL PLC - PUBLICATION OF PROSPECTUS AND CIRCULAR
Further to the announcement on 28 April 2009 regarding a capital raising of
GBP620 million (the "Capital Raising"), Liberty International PLC ("Liberty
International") announces that a prospectus relating to the Capital Raising (the
"Prospectus") was approved by the UK Listing Authority on 29 April 2009. A
circular to shareholders relating to the Capital Raising (the "Circular")
including a Notice convening an EGM to be held on Friday 22 May 2009 at 10am at
40 Broadway, London SW1H 0BT was posted to shareholders yesterday.
Copies of the Prospectus will be available at 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.
Both the Circular and the Prospectus will shortly be available for inspection at
the Document Viewing Facility at the Financial Services Authority, 25 The North
Colonnade, Canary Wharf, London E14 5HS.
Susan Folger
Company Secretary
This Announcement is not a prospectus but an advertisement and Shareholders
should not subscribe for any new ordinary shares ("New Ordinary 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 Capital Raising
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
New Ordinary Shares or possession or distribution of this announcement, the
Prospectus or any other offering or publicity material or any other
documentation associated with the Capital Raising 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.
Shareholders of Liberty International that are classified as resident or
"emigrant" for exchange control purposes in South Africa ("South African
Resident Shareholders"), being natural persons, should be aware that they will
not be able to participate in the Capital Raising if they have fully 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 (as defined in the Prospectus).
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.
30 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.
Date: 30/04/2009 08:58:02 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.
