Update on earlier statement re Acquisition
July 09 2009 - 6:33AM
UK Regulatory
TIDMSGRO TIDMBXTN
RNS Number : 4056V
SEGRO PLC
09 July 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION, INCLUDING BUT NOT LIMITED TO THE UNITED
STATES, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, CANADA OR JAPAN
SEGRO PLC - Update on earlier statement re Acquisition
Further to its earlier announcement regarding the acquisition of Brixton and
associated Firm Placing and Placing and Open Offer, SEGRO announces that the
expected timetable of events is as listed below:
+-----------------------------------------------------+---------------------+
| | 2009 |
+-----------------------------------------------------+---------------------+
| Open Offer Record Date | 5.00 p.m. on 8 July |
+-----------------------------------------------------+---------------------+
| Ex-entitlement date for the Open Offer | 9 July |
+-----------------------------------------------------+---------------------+
| Announcement of Acquisition, Placing and Open Offer | 9 July |
+-----------------------------------------------------+---------------------+
| Open Offer Entitlements credited to stock accounts | 13 July |
| of Qualifying CREST Shareholders in CREST | |
+-----------------------------------------------------+---------------------+
| Publication of the Scheme Document | 17 July |
+-----------------------------------------------------+---------------------+
| Recommended latest time for requesting withdrawal | 4.30 p.m. on 21 |
| of Open Offer Entitlements from CREST | July |
+-----------------------------------------------------+---------------------+
| Latest time for depositing Open Offer Entitlements | 3.00 p.m. on 22 |
| into CREST | July |
+-----------------------------------------------------+---------------------+
| Latest time and date for splitting Application | 3.00 p.m. on 23 |
| Forms (to satisfy bona fide market claims only) | July |
+-----------------------------------------------------+---------------------+
| Latest time and date for receipt of Forms of | 2.30 p.m. on 26 |
| Proxy/CREST Proxy Instructions | July |
+-----------------------------------------------------+---------------------+
| Latest time and date for receipt of completed | 11.00 a.m. on 27 |
| Application Forms and payment in full or settlement | July |
| of relevant CREST instructions under the Open Offer | |
+-----------------------------------------------------+---------------------+
| SEGRO General Meeting | 2.30 p.m. on 28 |
| | July |
+-----------------------------------------------------+---------------------+
| Share Consolidation Record Date | 5.00 p.m. on 30 |
| | July |
+-----------------------------------------------------+---------------------+
| Issue of Firm Placed Shares and Open Offer Shares | 31 July |
+-----------------------------------------------------+---------------------+
| Admission to trading and commencement of dealings | 8.00 a.m. on 31 |
| on the London Stock Exchange of the Firm Placed | July |
| Shares and Open Offer Shares | |
+-----------------------------------------------------+---------------------+
| Crediting of Firm Placed Shares and Open Offer | 31 July |
| Shares to CREST accounts | |
+-----------------------------------------------------+---------------------+
| Expected date for despatch of share certificates in | 31 July |
| respect of Firm Placed Shares and Open Offer Shares | |
| and holdings of SEGRO Shares resulting from the | |
| Share Consolidation | |
+-----------------------------------------------------+---------------------+
| Scheme Meeting | 10 August |
+-----------------------------------------------------+---------------------+
| Brixton General Meeting | 10 August |
+-----------------------------------------------------+---------------------+
| Latest date for acquiring SEGRO Shares cum | 18 August(2) |
| entitlement to SEGRO's interim dividend | |
+-----------------------------------------------------+---------------------+
| Record date for SEGRO's interim dividend | 21 August(2) |
+-----------------------------------------------------+---------------------+
| Reorganisation Record Time | 5.00 p.m. on 21 |
| | August |
+-----------------------------------------------------+---------------------+
| Court hearing to sanction the Scheme and confirm | 24 August |
| the Capital Reduction | |
+-----------------------------------------------------+---------------------+
| Effective Date of the Scheme | 8.00 a.m. on 25 |
| | August(1) |
+-----------------------------------------------------+---------------------+
| De-listing of Brixton Shares | 8.00 a.m. on 25 |
| | August(1) |
+-----------------------------------------------------+---------------------+
| Issue of Consideration Shares | 25 August(1) |
+-----------------------------------------------------+---------------------+
| Admission to trading and commencement of dealings | 8.00 a.m. on 25 |
| on the London Stock Exchange of Consideration | August(1) |
| Shares | |
+-----------------------------------------------------+---------------------+
| Crediting of Consideration Shares to CREST accounts | 25 August(1) |
+-----------------------------------------------------+---------------------+
| Latest date for despatch of share certificates in | 8 September(1) |
| respect of Consideration Shares | |
+-----------------------------------------------------+---------------------+
Notes
1. These dates are indicative only and will depend, among other things, on the
date upon which the Court sanctions the Scheme and confirms the Capital
Reduction.
2. These dates are expected dates, if SEGRO declares an interim dividend.
Capitalised terms used in this announcement shall have the meanings given to
them in the announcement issued jointly by SEGRO and Brixton earlier today.
This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote for approval in any jurisdiction,
nor shall there be any sale, issue or transfer of the securities referred to in
this announcement in any jurisdiction, in contravention of applicable law. This
announcement does not constitute a prospectus or a prospectus equivalent
document and the New SEGRO Shares are not being offered to the public by means
of this document. Brixton Shareholders and SEGRO Shareholders are advised to
read carefully the formal documentation in relation to the Transaction and the
Placing and Open Offer once it has been dispatched.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. The availability of the Consideration
Shares under the terms of the Scheme (or, if the offer is implemented by way of
an Offer, of that Offer), if made, to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which they are
located. Persons who are not resident in the United Kingdom or who are subject
to the laws and regulations of other jurisdictions should inform themselves of,
and observe, any applicable requirements. This announcement has been prepared
for the purposes of complying with English law and the City Code and the
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws and
regulations of any jurisdiction outside of England.
The New SEGRO Shares to be issued in connection with the proposed Placing and
Open Offer may not be offered or sold in the United States except pursuant to an
effective registration statement under the US Securities Act or pursuant to a
valid exemption from registration.
To the extent that the Transaction is effected by way of the Scheme, the
Consideration Shares to be issued to Brixton Shareholders under the Scheme have
not been, and will not be, registered under the US Securities Act, or under the
securities laws of any state, district or other jurisdiction of the United
States, the Republic of South Africa, Singapore, Canada or Japan.
It is expected that the Consideration Shares will be issued in reliance upon the
exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) thereof. Under applicable US securities laws, Brixton
Shareholders who are or will be deemed to be 'affiliates' of Brixton or SEGRO
prior to, or of the Enlarged Group after, the Effective Date will be subject to
certain transfer restrictions relating to the New SEGRO Shares received in
connection with the Scheme.
If the Transaction is carried out by way of an Offer, it will not be made,
directly or indirectly, in or into the United States, Republic of South Africa,
Singapore, Canada or Japan and will not be capable of acceptance from or within
the United States, Canada or Japan. Accordingly, copies of this announcement and
all documents relating to the Offer will not be, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from the United States,
Canada or Japan. If the Transaction is carried out by way of an Offer, the
Consideration Shares to be issued in connection with such Offer will not be
registered under the Securities Act or under the securities laws of any state,
district or jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, in the United States, other than pursuant to
an exemption from any such registration requirements. SEGRO does not intend to
register any such Offer or any part thereof in the United States or to conduct a
public offering of the New SEGRO Shares in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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