| Wed 22 Nov 2006, 9:13 | | 8. it and/or each person on whose behalf it is p |
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8. it and/or each person on whose behalf it is participating:
(i) is entitled to acquire Placing Shares pursuant to the Placing under
the laws of all relevant jurisdictions;
(ii) has fully observed such laws;
(iii)has capacity and authority and is entitled to enter into and perform
its obligations as an acquirer of Placing Shares and will honour such
obligations; and
(iv) 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 Appendix) under those laws or otherwise
and complied with all necessary formalities;
9. the Placing Shares have not and will not be registered under the Securities
Act, or under the securities laws of any state of the United States, and
are being offered and sold on behalf of the Company in offshore
transactions (as defined in Regulation S under the Securities Act) and to
QIBs in reliance upon Rule 144A or another exemption from the registration
requirements under the Securities Act;
10. the Placing Shares offered and sold in the United States are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act;
11. so long as the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act, it will not deposit the
Placing Shares into any depositary receipt facility maintained by any
depositary bank in respect of the Company"s Ordinary Shares;
12. a purchase of Placing Shares by an employee benefit plan subject to the US
Employee Retirement Income Security Act of 1974 ("ERISA") or a plan subject
to Section 4975 of the US Internal Revenue Code of 1986, as amended (the
"Code"), or by any entity whose assets are treated as assets of any such
plan, could result in severe penalties or other liabilities for the
Company; and it represents, warrants and agrees that it is not (i) an
employee benefit plan as described in Section 3(3) of ERISA and subject to
ERISA, (ii) a plan subject to Section 4975 of the Code, (iii) a
governmental plan or church plan which is subject to any federal, state or
local law that is substantially similar to the provisions of Section 406 of
ERISA or Section 4975 of the Code or (iv) an entity whose assets are
treated as assets of any such plan (the entities referred to in (i)-(iv),
being referred to as ERISA- Entities);
13. it will not reoffer, sell, pledge or otherwise transfer the Placing Shares
except (i) in an offshore transaction in accordance with Regulation S under
the Securities Act (and, if in a privately negotiated transaction, to a
person that is not an ERISA Entity); (ii) in the United States to QIBs that
are not ERISA Entities pursuant to Rule 144A under the Securities Act;
(iii) pursuant to Rule 144 under the Securities Act (if available) or (iv)
pursuant to an effective registration statement under the Securities Act
and that, in each such case, such offer, sale, pledge, or transfer will be
made in accordance with any applicable securities laws of any state of the
United States;
14. if it is acquiring Placing Shares for the account of one or more QIBs, it
has full power to make the acknowledgements, representations and agreements
herein on behalf of each such account;
15. if it will be a "US Holder" as defined below under the heading "Passive
Foreign Investment Company", it acknowledges that it has read and
understood the disclosure thereunder;
16. it acknowledges that where it is acquiring the Placing Shares for one or
more managed accounts, it represents and warrants that it is authorised in
writing by each managed account to acquire the Placing Shares for each
managed account;
17. if it is a pension fund or investment company, its acquisition of Placing
Shares is in full compliance with applicable laws and regulations;
18. no representation has been made as to the availability of any other
exemption under the Securities Act for the reoffer, resale, pledge or
transfer of the Placing Shares;
19. participation in the Placing is on the basis that it is not and will not be
a client of either of the Managers and that the Managers have no duties or
responsibilities to a Placee for providing protections afforded to their
respective clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement;
20. it will make payment to the Managers in accordance with the terms and
conditions of this announcement on the due times and dates set out in this
announcement, failing which the relevant Placing Shares may be placed with
others on such terms as the Managers determine;
21. the person who it specifies for registration as holder of the Placing
Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case
may be. The Managers and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure
to observe this requirement. It agrees to acquire Placing Shares pursuant
to the Placing on the basis that the Placing Shares will be allotted to a
CREST stock account of one of the Managers who will hold them as nominee on
behalf of the Placee until settlement in accordance with its standing
settlement instructions with it;
22. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons
to whom the allocation, allotment, issue or delivery of Placing Shares
would give rise to such a liability;
23. it and any person acting on its behalf falls within Article 19(5) and/or
49(2) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended, and undertakes that it will acquire, hold, manage
and (if applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
24. it has not offered or sold and will not offer or sell any Placing Shares 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 Financial Services and Markets Act 2000
(the "FSMA");
25. it is a qualified investor as defined in section 86(7) of FSMA, being a
person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus
Directive;
26. it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the
FSMA) relating to Placing Shares in circumstances in which section 21(1) of
the FSMA does not require approval of the communication by an authorised
person;
27. it has complied and it will comply with all applicable provisions of the
FSMA with respect to anything done by it or on its behalf in relation to
the Placing Shares in, from or otherwise involving the United Kingdom;
28. it has not offered or sold and will not offer or sell any Placing Shares to
persons in the European Economic Area 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
European Economic Area within the meaning of the Prospectus Directive
(which means Directive 2003/71/EC and includes any relevant implementing
measure in any member state);
29. it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism
Act 2000, and the Money Laundering Regulations (2003) (the "Regulations")
and, if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the identity of the
third party as required by the Regulations;
30. if it is resident in South Africa, it is acting as a principal in respect
of the Placing for an aggregate subscription price of more than Rand
100,000;
31. if it is resident in South Africa, it has obtained the necessary approvals
from the South African Reserve Bank in order to participate in the Placing
or is entitled to make use of an exemption to the South African Exchange
Control Regulations and accordingly is permitted to participate in the
Placing;
32. the Company, the Managers and others will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and
agreements;
33. the Placing Shares will be issued subject to the terms and conditions of
this Appendix; and
34. this Appendix and all documents into which this Appendix is incorporated by
reference or otherwise validly forms a part will be governed by and
construed in accordance with English law. All agreements to acquire shares
pursuant to the Bookbuilding and/or the Placing will be governed by English
law and the English courts shall have exclusive jurisdiction in relation
thereto except that proceedings may be taken by the Company or the Managers
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.
By participating in the Placing, each Placee (and any person acting on such
Placee"s behalf) agrees to indemnify and hold the Company and the Managers
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 Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing.
Please also note that the agreement to allot and issue Placing Shares 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 Shares in question. Such agreement assumes that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a clearance service.
If there were any such arrangements, or the settlement related to other dealing
in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor the Managers 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 Manager 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
Shares or the agreement by them to acquire any Placing Shares.
The representations, warranties, acknowledgements and undertakings contained in
this Appendix are given to the Managers for itself and on behalf of the Company
and are irrevocable.
The Managers are acting exclusively for the Company and no one else in
connection with the Bookbuilding and the Placing and the Managers will not be
responsible to anyone (including Placees) other than the Company for providing
the protections afforded to their respective clients or for providing advice in
relation to the Bookbuilding or the Placing or any other matters referred to in
this press announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
neither of the Managers owes fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the each of the Managers may (at its absolute discretion) satisfy
its obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
either of the Managers, any money held in an account with either Manager on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the relevant rules and
regulations of the Financial Services Authority which therefore will not require
the Managers to segregate such money, as that money will be held by it under a
banking relationship and not as trustee.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
All times and dates in this announcement may be subject to amendment. The
relevant Manager will notify Placees and any persons acting on behalf of the
Placees of any changes.
Passive Foreign Investment Company
The following discussion applies only to US Holders of the Company"s Ordinary
Shares. For this purpose, a US Holder is a beneficial owner of Ordinary Shares
that is (i) a citizen or resident of the United States for US federal income tax
purposes; (ii) a corporation, or other entity treated as a corporation, created
or organised under the laws of the United States or any state thereof; (iii) an
estate the income of which is subject to US federal income tax without regard to
its source; or (iv) a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more US persons have the authority to control all substantial decisions of the
trust.
There is a risk that the Company may be considered to be a Passive Foreign
Investment Company (a "PFIC") for US federal income tax purposes because it
holds rental properties in subsidiaries that are separate from the subsidiaries
through which it conducts its property management activities. If the Company is
a PFIC in any year during which a US Holder owns Ordinary Shares, and the US
Holder has not made a mark to market or qualified electing fund ("QEF")
election, the US Holder will generally be subject to special rules (regardless
of whether the Company continues to be a PFIC) with respect to (i) distributions
exceeding 125 per cent of the average annual distributions received from the
Company in the previous three taxable years or, if shorter, the US Holder"s
holding period for the Ordinary Shares; and (ii) any gain realised on the sale
or other disposition of Ordinary Shares.
Under these rules (i) the distribution or gain will be allocated rateably over
the US Holder"s holding period; (ii) the amount allocated to the current taxable
year and any taxable year prior to the first taxable year in which the Company
was a PFIC will be taxed as ordinary income; and (iii) the amount allocated to
each of the other taxable years will be subject to tax at the highest rate of
tax applicable to the US Holder for that year and an interest charge for the
deemed deferral benefit will be imposed on the resulting tax attributable to
each of those other taxable years. If the Company is a PFIC, a US Holder will
generally be subject to similar rules with respect to distributions to the
Company by, and dispositions by the Company of the shares of, any of the
Company"s direct or indirect subsidiaries that are also PFICs.
US Holders can avoid the interest charge by making a mark to market election
with respect to the Ordinary Shares, provided that the shares are "marketable".
Shares will be marketable if they are regularly traded on certain US stock
exchanges, or on a foreign stock exchange that satisfies certain regulatory
requirements. It is expected that the London Stock Exchange will satisfy these
requirements. For purposes of this election, the Ordinary Shares will be
considered regularly traded during any calendar year during which they are
traded, other than in de minimis quantities, on at least 15 days during each
calendar quarter. Any trades that have as their principal purpose meeting this
requirement will be disregarded. US Holders should consult their tax advisers
concerning the availability and consequences of making a mark to market election
with respect to the Ordinary Shares.
In some cases a shareholder can avoid the interest charge and the other adverse
PFIC consequences described above by making a QEF election to be taxed currently
on its share of the PFIC"s undistributed income. The Company does not, however,
expect to provide US Holders with the information regarding this income that
would be necessary for a US Holder to make a QEF election with respect to its
Ordinary Shares.
If the Company is a PFIC, each US Holder will be required to make an annual
return on IRS Form 8621, reporting distributions received and gains realised
with respect to each PFIC in which it holds a direct or indirect interest.
US Holders should consult their tax advisers regarding the potential application
of the PFIC regime.
DEFINITIONS
In this announcement:
"Admission" means the admission of the Placing Shares to the Official List in
accordance with the Listing Rules and to trading on the London Stock Exchange"s
main market for listed securities;
"Affiliate" means any holding company, subsidiary, branch or associated
undertaking (including, without limitation, joint venture partners) of a Manager
from time to time or any subsidiary, branch or associated undertaking
(including, without limitation, joint venture partners) of any such holding
company from time to time;
"Bookbuilding" means the Bookbuilding procedure to be carried out by the
Managers in connection with the Placing;
"Board" means the Board of Directors of the Company or a duly authorised
committee thereof;
"Directors" means all the directors of the Company;
"FSA" means the Financial Services Authority;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Group" means the Company and its subsidiary undertakings;
"JSE" means JSE Limited, a public company incorporated and registered in South
Africa (Registration number 2005/022939/06), licensed as a securities exchange
in terms of the Securities Service Act, No 36 of 2004, as amended;
"London Stock Exchange" means London Stock Exchange plc;
"Liberty International" or the "Company" means Liberty International PLC;
"Listing Rules" means the listing rules produced by the FSA under Part VI of the
FSMA and forming part of the FSA"s Handbook of rules and guidance, as from time
to time amending;
"Managers" means Merrill Lynch International and UBS;
"Official List" means the list maintained by the FSA in accordance with section
74(1) of the FSMA for the purposes of Part VI of the FSMA;
"Ordinary Shares" means ordinary shares of 50p each in the capital of the
Company;
"Placees" means persons (including individuals, funds or others) on whose behalf
a commitment to acquire Placing Shares has been given and Placee means any one
of them;
"Placing" means the placing of the Placing Shares by the Managers with
institutional and other investors on behalf of the Company;
"Placing Agreement" means the agreement dated 21 November 2006 between the
Company, Merrill Lynch International and UBS in connection with the Placing;
"Placing Price" means the price per Ordinary Share at which the Placing Shares
are to be placed with Placees;
"Placing Shares" means the new Ordinary Shares which are to be issued in
connection with the Placing;
"Regulatory Information Service" means any of the regulatory information
services included within the list maintained on the London Stock Exchange"s
website;
"Securities Act" means the United States Securities Act of 1933, as amended;
"Shareholders" means holders of Ordinary Shares;
"Trust" means STC International Limited as trustee of trusts related to the
Gordon family;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern
Ireland; and
"United States" means the United States of America, its territories and
possessions, any State of the United States and the District of Columbia.
APPENDIX TWO
COVENT GARDEN ACQUISITION IN AUGUST 2006 - FACT SHEET
Summary
Retail: 130,300 sq.ft.
Restaurant/Bars: 98,250 sq.ft.
Leisure: 109.700 sq.ft.
Office: 113,300 sq.ft.
122 tenants
146 leases
Average unexpired term to lease expiry 11.9 years.
Estimated one million visitors per week to the area
Unique Central London location
Diversity of uses and occupiers
Reversionary
Added value opportunities
Details of property acquired
The properties are in five principal blocks:
The Market - Located at the centre of the Estate, surrounded by the cobbled
Piazza, the Market totals approximately 71,300 sq ft. There are four parallel
arcades, with accommodation arranged over basement, ground and first floor
levels. The Market includes small shop units, the Apple Market (market stalls),
bars, restaurants and space for open air events.
South East Piazza - This is made up of the museum block and Jubilee Hall and
totals approximately 154,500 sq ft of commercial space. The museum block
includes the London Transport Museum and Theatre Museum, together with
restaurants, retail, office and residential accommodation. Jubilee Hall includes
market stalls, restaurants and leisure accommodation.
North West Piazza - This block includes: Bedford Chambers, which comprises
offices, retail and restaurant space; 40-43 King Street in retail and
residential use; and properties on Floral Street in retail, leisure, office and
residential use. Tenants include, HMV, LK Bennett, French Connection, Ted Baker
and The Sanctuary. The commercial space totals approximately 103,000 sq ft.
South West Piazza - This comprises thirteen properties fronting Henrietta Street
and Maiden Lane, which are in mixed use, principally retail, restaurants/bars
and offices. The commercial space totals approximately 70,000 sq ft.
Gateway Properties - Three separate properties, namely Regal House; nos. 1/3
Long Acre and Burleigh House, Burleigh Street which total 52,800 sq ft. Regal
House is a trophy building with a prime retail frontage to James Street and with
offices above. 1/3 Long Acre comprises a bar and modern offices on the upper
floors at the gateway to Covent Garden. Burleigh House comprises retail and
office accommodation.
Details of other holdings of the Group in the Covent Garden area
Floral Place - a mixed use development of 52,600 sq.ft. formed around the Grade
2 listed Carriage Hall with frontages onto Floral Street and Long Acre. Held on
2 long leases from the Church Commissioners, the Long Acre block provides high
quality new build office and retail accommodation whilst the Floral Street block
is a mix of new build and refurbished retail, offices, residential and
carparking.
32-33 Long Acre - an attractive freehold period building providing 2,950 sq.ft.
of retail and 2,600 sq.ft. of "media style" office accommodation.
APPENDIX THREE
DEVELOPMENT PIPELINE OF LIBERTY INTERNATIONAL
St David"s, Cardiff
The St David"s 2, Cardiff, project entails adding some 967,500 sq.ft. of retail
space, anchored by a John Lewis Partnership department store, to the existing St
David"s Centre, creating an overall centre of around 1.4 million sq.ft. of
space, ranking amongst the UK"s largest city centre regional shopping centres.
We anticipate pooling of our existing interest with that of our partner, Land
Securities Group PLC, prior to the year end and commencing the main works on the
St David"s 2 project in January 2007, for an opening in 2009.
Westgate Centre, Oxford
The Westgate Partnership, a joint venture with LaSalle Investment Management,
continues to progress this major city-centre regeneration project.
The proposals include the refurbishment and extension of the existing centre to
around 750,000 sq.ft., including a John Lewis Partnership department store and
around 90 shops. Significant improvements to the surrounding environment will
also add to the increased vitality of this part of Oxford.
Oxford City Council has resolved to grant planning permission for the Westgate
Partnership"s proposals which will now be referred to the Government Office for
the South East for final determination. Assuming a favourable outcome,
construction is scheduled to start at the end of 2007 or early 2008.
Eldon Square, Newcastle
At Eldon Square, Newcastle, two of the three schemes to improve and extend the
centre from 961,000 sq.ft. to a total of around 1.3 million sq.ft. have
commenced on site.
Eldon Square West provides 22,000 sq.ft. of retail and restaurant space
overlooking Old Eldon Square and 74 per cent of the rental income is currently
committed, for opening prior to the end of 2006.
Eldon Square North, the project to relocate the current bus station and provide
48,000 sq.ft. of additional retail space, started on site in April this year and
is due to complete, in phases, between 2007 and 2008.
Progress has also been achieved on the third and largest of the schemes, Eldon
Square South, which will provide 410,000 sq.ft. of retail space. Construction
is scheduled to start in 2007 for an opening in Autumn 2009. An agreement for
lease has been completed with Debenhams for the 175,000 sq.ft. department store.
This store, together with units currently under active negotiation, amount to 57
per cent of Eldon Square South"s anticipated rental income.
Manchester Arndale Northern Extension
The final phase of the Manchester Arndale Northern Extension opened in September
2006, creating the loop linking the new Northern Extension with the existing
Southern malls, with the centre now providing 1.4 million sq.ft. of retail
space, the largest city centre shopping centre in the UK. The 550,000 sq.ft.
extension provides the large floor plates and well configured space required by
modern retailers and has attracted a range of top quality names, including the
only 150,000 sq.ft. Next store in the country and the largest Top Shop in the UK
outside London. 80 per cent of total anticipated income from the extension is
now committed.
Other major regional shopping centre projects:
Thurrock Lakeside
Boardwalk project involving remodelling of the Lakeside pavilion providing 10
new restaurants and further retail and leisure space, opening in 2007
MetroCentre, Gateshead
Ongoing mall refurbishment and centre reconfiguration at Europe"s largest
covered shopping centre (1.81 million sq.ft.)
The Glades, Bromley
38,000 sq.ft. High Street redevelopment linking with the main centre (421,000
sq.ft.) now under construction for 2008 opening
Medium term development and extension plans at a number of centres including The
Potteries, Stoke-on-Trent; The Harlequin, Watford and The Victoria Centre,
Nottingham
Capital & Counties" GBP150 million retail and commercial redevelopment and
regeneration programme
Projects include Wapping Riverside (110,000 sq.ft. offices), Metro building,
Hammersmith (110,000 sq.ft. offices), 190 Strand WC2 (260,000 sq.ft. offices and
residential, joint venture with Prudential), Broad Gate, Leeds (120,000 sq.ft.
retail, 160,000 sq.ft. offices and 23 residential apartments), Hagley Road,
Birmingham (140,000 sq.ft. offices).
Date: 22/11/2006 07:28:03 AM Produced by the JSE SENS Department
