Scheme of Arrangement
24 August 2009 - 8:09PM
UK Regulatory
TIDMBXTN TIDMSGRO
RNS Number : 8903X
Brixton PLC
24 August 2009
Scheme of Arrangement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Brixton plc
24 August 2009
Recommended Acquisition of Brixton plc by SEGRO plc
Court Sanction of the Scheme and Confirmation of the Capital Reduction
The Board of Brixton plc is pleased to announce that on 24 August 2009 the Court
sanctioned the Scheme and confirmed the Capital Reduction required to effect the
recommended acquisition of Brixton plc by SEGRO plc. The Scheme and its
implementation were approved by Brixton Shareholders on 10 August 2009.
It is expected that the Scheme will become effective on registration of an
office copy of the Court Order by the Registrar of Companies later today (and
not on 25 August 2009, as previously anticipated).
The listing of Brixton Shares on the Official List and trading on the London
Stock Exchange, which was suspended with effect from 7:30 a.m. today, is
expected to be cancelled at the request of Brixton plc, with effect from
commencement of business on 25 August 2009.
Upon completion of the Transaction, holders of Brixton Shares (other than SEGRO
plc) will be entitled to receive 0.175 of a SEGRO Share for each Brixton Share
held at the Scheme Record Time (5.00 p.m. on 21 August 2009).
Fractions of Consideration Shares will not be allotted, but will be aggregated
and sold in the market and the net proceeds of such sales will be paid in cash
to such Scheme Shareholders entitled thereto in accordance with their fractional
entitlements.
The Consideration Shares are expected to be issued later today upon the scheme
becoming effective and to be admitted to listing on the Official List and
trading on the London Stock Exchange's main market and to trading on Euronext
Paris at 8:00 a.m. on 25 August 2009.
The indicative timetable of the remaining principal events required to implement
the Scheme is currently expected to be as follows:
+-----------------------+------------------------------------------------------+
| 24 August 2009 | Effective Date of the Scheme |
+-----------------------+------------------------------------------------------+
| 24 August 2009 | Issue of Consideration Shares |
+-----------------------+------------------------------------------------------+
| 25 August 2009 | Delisting of Brixton Shares |
+-----------------------+------------------------------------------------------+
| 25 August 2009 at | Admission to trading of and commencement of dealings |
| 8:00 a.m. | in Consideration Shares on the London Stock Exchange |
| | and Euronext Paris |
+-----------------------+------------------------------------------------------+
| 25 August 2009 | Crediting of Consideration Shares to CREST accounts |
+-----------------------+------------------------------------------------------+
| 7 September 2009 | Latest date for despatch of share certificates in |
| | respect of Consideration Shares |
+-----------------------+------------------------------------------------------+
Capitalised terms in this announcement have the same meaning as in the Scheme
Document dated 17 July 2009.
A copy of this announcement will be available, along with further information on
the Transaction, on Brixton plc's website at www.brixton.plc.uk
For further enquiries, contact:
Brixton plc
Peter Dawson, Chief Executive Tel: +44 (0)20 7399 4523
Steven Owen, Deputy Chief Executive Tel: +44 (0)20 7399 4532
Duncan Lamb, Communications Tel: +44 (0)20 7399 4535
Citigroup Global Markets Limited
David Plowman Tel: +44 (0)20 7986 4000
Andrew Forrester
Nomura International plc
Charles Donald Tel: +44 (0)20 7102 1000
George Hartley
Nick Sanderson
David Matheson
Citigroup Global Markets Limited, which is authorised and regulated in the
United Kingdom by The Financial Services Authority, is acting exclusively for
Brixton plc in relation to the matters described in this announcement and is not
advising any other person and accordingly will not be responsible to any person
other than Brixton plc for providing the protections afforded to the clients of
Citigroup Global Markets Limited or for providing advice in relation to the
matters described in this announcement.
Nomura International plc, which is authorised and regulated in the United
Kingdom by The Financial Services Authority, is acting exclusively for Brixton
plc in relation to the matters described in this announcement and is not
advising any other person and accordingly will not be responsible to any person
other than Brixton plc for providing the protections afforded to the clients of
Nomura International plc or for providing advice in relation to the matters
described in this announcement.
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. The
Transaction is made solely through the Scheme Document, which was posted to
Brixton Shareholders on 17 July 2009 and which contains the full terms and
conditions of the Transaction.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. The availability of 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 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.
Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Scheme Document and/or any
other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
that jurisdiction.
Neither the content of Brixton plc's website nor any website accessible by
hyperlinks on Brixton plc's website is incorporated in, or forms part of,
this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of SEGRO plc or Brixton plc, all "dealings" in
any "relevant securities" of SEGRO plc or Brixton plc (including by means of an
option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 p.m. (London time)
on the Business Day following the date of the relevant transaction. This
requirement will continue until the date on which the Scheme becomes Effective
(or if implemented by way of an Offer, the Offer becomes, or is declared,
unconditional as to acceptances) or otherwise lapses or is otherwise withdrawn
or on which the "offer period" otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or informal,
to acquire an "interest" in "relevant securities" of SEGRO plc or Brixton plc,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" of SEGRO plc or Brixton plc by SEGRO plc or Brixton plc,
or by any of their respective "associates", must be disclosed by no later than
12.00 noon (London time) on the Business Day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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