| Fri 22 May 2009, 8:00 | | LBT - Liberty International Plc - Results Of Firm Placing And Placing And |
|
LBT
LILII
LBT - Liberty International Plc - Results Of Firm Placing And Placing And
Open Offer
LIBERTY INTERNATIONAL PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: LBT
Issuer Code: LILI
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
ALL TERMS ARE DEFINED AT THE BACK OF THIS ANNOUNCEMENT, UNLESS OTHERWISE
DEFINED HEREIN.
LIBERTY INTERNATIONAL PLC
RESULTS OF FIRM PLACING AND PLACING AND OPEN OFFER
On 28 April 2009, the Board of Liberty International PLC ("Liberty
International" or the "Company") announced the pricing details of the Firm
Placing and Placing and Open Offer of New Ordinary Shares to raise gross
proceeds of ?620 million. Placees agreed to subscribe for 104,839,061 Firm
Placed Shares and to subscribe for 95,161,642 Open Offer Placed Shares, both
at an Issue Price of 310 pence per New Ordinary Share. The Open Offer Placed
Shares were subject to clawback in respect of valid applications by Qualifying
Shareholders at the Issue Price under the Open Offer. The Firm Placed Shares
were not subject to clawback and were not part of the Open Offer.
The Open Offer closed for acceptance at 11.00 a.m. on 21 May 2009. Liberty
International is pleased to announce that it has received valid acceptances in
respect of 73,303,429 Open Offer Shares from Qualifying Shareholders. This
represents approximately 77 per cent. of the Open Offer Shares offered.
Acceptances for 53,029,677 Open Offer Shares were received under the Open
Offer and applications for 20,273,752 Open Offer Shares were received under
the Excess Application Facility. The remaining 21,858,213 Open Offer Shares,
representing 23 per cent. of the Open Offer Shares, have been allocated to the
Placees with whom they had been conditionally placed. Qualifying Shareholders
who validly applied for Open Offer Shares under the Excess Application
Facility will be allocated all of the Open Offer Shares they applied for.
The Firm Placing and Placing and Open Offer is conditional upon, amongst other
things, the approval of Shareholders at the Extraordinary General Meeting to
be held at 10.00 a.m. today, and upon Admission. 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. Thereafter, Liberty International will have a
total of 565,728,501 Ordinary Shares issued and outstanding (excluding
treasury shares). The New Ordinary Shares will, when issued and fully paid,
rank pari passu in all respects with the Existing Ordinary Shares.
The New Ordinary Shares (in uncertificated form) are expected to be credited
to CREST accounts on or around 8.00 a.m. on 28 May 2009 and definitive share
certificates for the New Ordinary Shares are expected to be despatched to
certificated shareholders by 3 June 2009. The New Ordinary Shares will
initially be registered on the UK share register but may be transferred to the
South African share register on shareholders` instructions.
Enquiries (analysts and investors only):
Liberty International
Issuer
Tel: +44 (0) 207 960 1200
David Fischel
Ian Durant
22 May 2009
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
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.
The Prospectus has been published and is 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 is
also 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 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.
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.
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 has been made in the United States. The New
Ordinary Shares have been 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 have been 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.
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.
SA Shareholders registered on the SA Register should be aware that the shares
applied for and allocated to them in terms of the Firm Placing and Placing and
Open Offer will be registered on the UK Register. Those shares will be issued
in certificated form regardless of whether those SA Shareholders currently
hold their shares in Liberty International in dematerialised form (unless SA
Shareholders hold a CREST account in the United Kingdom and have converted
their entitlements under the Open Offer to uncertificated form in CREST in
terms of the application forms submitted by those SA shareholders to apply for
shares under the Open Offer). In order for SA Shareholders to trade the shares
allocated to them under the Open Offer in South Africa, they will have to
transfer those shares from the UK Register to the SA Register. In order to
effect such a transfer, SA Shareholders will need to contact Capita Registrars
Limited (whose details can be found in the circular to shareholders dated 29
April 2009).
If SA Shareholders currently hold their shares in Liberty International in
dematerialised form, without own name registration, and elected to apply for
shares in terms of the Open Offer, their CSDP or stockbroker (as the case may
be) would have applied for shares in terms of the Open Offer on those SA
Shareholders` behalf and the shares so applied for will be allocated to that
CSDP or stockbroker (as the case may be). If such SA Shareholders wish to hold
the shares allocated to their CSDP or stockbroker (as the case may be) in
their own name, they should contact their CSDP or stockbroker (as the case may
be) directly who can give effect to such a request. SA Shareholders are not
permitted to sell their shares on the South African market unless the shares
have been moved from the UK register to the SA Register and the shares have
been dematerialised with your CSDP or stockbroker. In order to effect such a
transfer, SA Shareholders will need to contact their CSDP or stockbroker (as
the case may be) who will give effect to such a request.
SA Shareholders who are considered residents in South Africa in terms of the
Exchange Control Regulations of South Africa issued under the Currency and
Exchanges Act 1933 (Act 9 of 1933) should also be aware that if they have used
their foreign investment allowance to participate in the Open Offer and they
transfer the shares allocated to them in terms of the Open Offer from the UK
Register to the SA Register, the South African Reserve Bank has indicated that
those shares cannot be credited against their foreign investment allowance. In
order that such shareholders` foreign investment allowance be credited for
repatriating the proceeds received from the Open Offer, they would need to
sell their shares offshore and repatriate those funds to South Africa.
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.
Appendix 1
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.
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 is not in
certificated form uncertificated form.
Company or Liberty Liberty International PLC, a company
International 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 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.
Extraordinary General the extraordinary general meeting of the
Meeting Company convened in connection with the
Capital Raising and to be held at 10.00
a.m. on 22 May 2009.
Excess Application Facility the arrangement pursuant to which
Qualifying Shareholders could have
subscribed 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 had agreed to
take up their Open Offer Entitlement in
full.
Excluded Territories and Australia, Canada and Japan, subject to any
each an Excluded Territory applicable exemptions as set out in the
Prospectus.
Existing Ordinary Shares the Ordinary Shares in issue at the date of
this Announcement.
Firm Placed Shares the New Ordinary Shares which the Placees
agreed to subscribe for under the Firm
Placing.
Firm Placing the unconditional placing of New Ordinary
Shares to Placees which were not subject to
clawback in respect of valid applications
by Qualifying Shareholders for the New
Ordinary Shares.
FSA or the Financial the Financial Services Authority of the
Services Authority United Kingdom.
FSMA the Financial Services and Markets Act
2000, as amended.
HSBC Bank plc HSBC Bank plc of 8 Canada Square, London
E14 5HQ.
Goldman Sachs International Goldman Sachs International of 133 Fleet
Street, London EC4A 2BB.
Issue Price 310 pence per New Ordinary Share.
Johannesburg Stock Exchange JSE Limited (Registration number
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 International Merrill Lynch International of 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 Shares the Open Offer Shares which were offered to
the Placees in connection with the Placing
and Open Offer.
Open Offer Shares the 95,161,642 New Ordinary Shares which
were offered to Qualifying Shareholders in
the Open Offer and which the Conditional
Placees agreed to subscribe for subject to
clawback in respect of valid applications
by Qualifying Shareholders.
Ordinary Shares or Shares the ordinary shares of 50p each in the
share capital of the Company (including, if
the context requires, the New Ordinary
Shares).
Placee or Placees a person that applied 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.
pounds sterling or ? the lawful currency of the United Kingdom.
Prospectus the Prospectus published by the Company on
29 April 2009 containing full details of
the Capital Raising, which has been 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 Shareholders Qualifying South African Shareholders and
holders of Ordinary Shares on the UK
Register at the UK Record Date.
RBS Hoare Govett RBS Hoare Govett Limited of 250
Bishopsgate, London EC2M 4AA.
SA Register the Company`s branch register of members in
South Africa.
SA Shareholders the Shareholders of the Company registered
on the SA Register.
Securities Act the United States Securities Act of 1933,
as amended.
Shareholder or Shareholders holder of Ordinary Shares.
South Africa the Republic of South Africa.
South African Resident a Qualifying Shareholder that is considered
Shareholders 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 Limited UBS Limited of 1 Finsbury Avenue, London
EC2M 2PP.
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 Exchange the United States government agency having
Commission primary responsibility for enforcing the
federal securities laws and regulating the
securities laws and regulating the
securities industry/stock market.
Date: 22/05/2009 08:00:01 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.
