TIDMSGRO
RNS Number : 1637Z
SEGRO PLC
10 March 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE
AT THE OF THIS ANNOUNCEMENT.
SEGRO PLC
PUBLICATION OF RIGHTS ISSUE PROSPECTUS
10 March 2017
Further to the announcement by SEGRO plc (the "Company") earlier
today relating to a fully underwritten rights issue to raise net
proceeds of approximately GBP556 million (the "Rights Issue"), the
UK Listing Authority has approved a prospectus dated 10 March 2017
(the "Prospectus").
Further details of the Rights Issue are set out in the
Prospectus which is available on the Company's website
(http://www.segro.com/investors) or can be inspected at the
registered office of the Company at Cunard House, 15 Regent Street,
London SW1Y 4LR during normal business hours on each Business Day
up to and including 27 March 2017. Copies of the Prospectus will
also be available from the Company's receiving agent, Equiniti
Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA.
A copy of the Prospectus will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
For further information, please contact:
SEGRO plc:
David Sleath, Chief Executive +44 (0) 20 7451 9120
Soumen Das, Chief Financial Officer +44 (0) 20 7451 9110
Harry Stokes, Head of Investor Relations and Research +44 (0) 20 7451 9124
BofA Merrill Lynch: +44 (0) 20 7628 1000
Joint Global Co-ordinator, Joint Sponsor and Joint
Bookrunner
Simon Mackenzie Smith
Edward Peel
Richard Abel
James Fleming
UBS Investment Bank: +44 (0) 20 7567 8000
Joint Global Co-ordinator, Joint Sponsor and Joint
Bookrunner
John Woolland
Fergus Horrobin
Thomas Raynsford
Christopher Smith
Media enquiries:
Richard Sunderland, FTI Consulting +44 (0) 20 3727 1000
Claire Turvey, FTI Consulting +44 (0) 20 3727 1000
Disclaimer
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING
IN THIS ANNOUNCEMENT SHALL CONSTITUTE AN OFFER OR INVITATION TO
UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR THE NEW
ORDINARY SHARES OR ANY OTHER SECURITIES. NOTHING IN THIS
ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE
RIGHTS ISSUE. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE,
SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES MUST BE
MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND
INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE
PROSPECTUS WILL BE AVAILABLE ON PUBLICATION FROM SEGRO'S REGISTERED
OFFICE AND SEGRO'S WEBSITE: WWW.SEGRO.COM/INVESTORS.
The defined terms set out in the Prospectus apply in this
Announcement.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy or completeness. The
information in this Announcement is subject to change.
Any offer to acquire the Company's securities pursuant to the
offering referred to in these materials will be made, and any
investor should make his/her investment decision, solely on the
basis of information that is contained in the Prospectus. Copies of
the Prospectus may be obtained at no cost from the Company, the
Company's receiving agent, Equiniti Limited, or through the website
of the Company at www.segro.com/investors, provided that the
Prospectus will not, subject to certain exceptions, be available
(whether through the website or otherwise) to Shareholders in the
United States, South Africa and the other Excluded Territories. The
Prospectus will give further details of the New Ordinary Shares,
the Nil Paid Rights and the Fully Paid Rights (the "Securities")
being offered pursuant to the Rights Issue.
The information contained herein is not for distribution or
publication, whether directly or indirectly and whether in whole or
in part, in or into the United States, South Africa or any of the
other Excluded Territories. The distribution of this Announcement
and/or the Prospectus and/or the Provisional Allotment Letter
and/or the transfer of the Securities into jurisdictions other than
the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this Announcement and/or the
Prospectus and/or the Provisional Allotment Letter comes should
inform themselves about and observe any such restrictions. Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of such jurisdiction. In
particular, subject to certain exceptions, the Prospectus and the
Provisional Allotment Letter should not be distributed, forwarded
to or transmitted in or into the United States, South Africa or any
of the other Excluded Territories. There will be no public offer of
Securities in the United States, South Africa or any other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction.
The Securities have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act")
or under the securities laws 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 or into 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 any applicable securities laws of any state or other
jurisdiction of the United States.
The offering of the Securities is only being made in Canada
pursuant to exemptions from the prospectus and registration
requirements that otherwise apply to a distribution of securities
under applicable Canadian securities legislation. Any offer or
solicitation in Canada must be made through a dealer that is
appropriately registered under the laws of the applicable province
or territory of Canada, or pursuant to an exemption from that
requirement. Any resale of the Securities in Canada must be made
under available statutory exemptions.
Merrill Lynch International and UBS Limited are acting as Joint
Global Coordinators, Joint Bookrunners and Joint Sponsors for the
Company, and Barclays Bank PLC, BNP Paribas and HSBC Bank plc are
acting as Co-Bookrunners for the Company (collectively the
"Bookrunners"). Each of the Bookrunners is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for the Company and no one
else in connection with the Rights Issue, and will not regard any
other person (whether or not a recipient of this Announcement) as
its client in relation to the Rights Issue and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for providing
advice in connection with the Rights Issue or any other matters
referred to in this Announcement.
In connection with the Rights Issue, each of the Bookrunners,
and any of their respective affiliates, acting as investor for its
own account, may take up the Securities and/or related instruments
in the Rights Issue and in that capacity may retain, purchase or
sell for its own account such securities and any New Ordinary
Shares or related investments and may offer or sell such New
Ordinary Shares or other investments otherwise than in connection
with the Rights Issue. Accordingly, references to New Ordinary
Shares being offered or placed should be read as including any
offering or placement of New Ordinary Shares to any of the
Bookrunners or any of their respective affiliates acting in such
capacity. None of the Bookrunners intends to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so. In addition, the
Bookrunners or their affiliates may enter into financing
arrangements (including swaps) with investors in connection with
which the Bookrunners (or their affiliates) may from time to time
acquire, hold or dispose of New Ordinary Shares.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability whatsoever is or will be
accepted by the Bookrunners nor any of their respective affiliates
or agents (or any of their respective directors, officers,
employees or advisers) for the contents of the information
contained in this Announcement, including its accuracy,
completeness, fairness or verification or regarding the legality of
any investment in the Securities or any other written or oral
information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of any Bookrunner or any of
their respective affiliates in connection with the Company, the New
Ordinary Shares or the Rights Issue 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 the
future and any responsibility therefor is expressly disclaimed. The
Bookrunners and each of their respective affiliates accordingly
disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise in respect of this Announcement or
any such statement and no representation or warranty, express or
implied, is made by any Bookrunner or any of their respective
affiliates as to the accuracy, completeness or sufficiency of the
information contained in this Announcement.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Securities. Any investment
decision to buy Securities in the Rights Issue must be made solely
on the basis of publicly available information, which has not been
independently verified by the Bookrunners. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. None of the Company, the Bookrunners, or any of
their respective representatives, is making any representation to
any offeree or purchaser of the Securities regarding the legality
of an investment in the Securities by such offeree or purchaser
under the laws applicable to such offeree or purchaser. Each
prospective investor should consult his, her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice in connection with the
purchase of the Securities. In making an investment decision, each
investor must rely on their own examination, analysis and enquiry
of the Company and the terms of the Rights Issue, including the
merits and risks involved.
The New Ordinary Shares to be issued pursuant to the Rights
Issue will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
The most recent Annual and Interim Reports and other information
are available on the SEGRO website at www.segro.com/investors.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation
concerning the Rights Issue.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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