THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH
FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF THE BRITISH LAND COMPANY
PLC.
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES, CANADA OR JAPAN.
2 October 2024
THE BRITISH LAND COMPANY
PLC
("British Land" or the
"Company")
Retail Offer by
PrimaryBid
● In connection with the proposed institutional placing
announced by the Company this afternoon the Company further
announces a conditional retail offer for
subscription of new Ordinary Shares via PrimaryBid;
● The issue price for the new Ordinary Shares will be determined
at the close of the bookbuilding process;
● Investors can take part through PrimaryBid's extensive network
of retail brokers, wealth managers and investment platforms,
subject to such partners' participation;
● The Retail Offer is available to both existing shareholders
and new investors, with priority being given to
the Company's existing shareholders;
● The issue price for the new Ordinary Shares will be equal to
the Placing Price;
● There is a minimum subscription of £250 per investor in the
Retail Offer;
● No commission will be charged by PrimaryBid on applications to
the Retail Offer.
Retail Offer
British Land is pleased to announce,
a conditional offer for subscription of new ordinary shares of 25
pence each in the capital of the Company ("Retail Offer Shares") via PrimaryBid
(the "Retail Offer"). The
Company is also conducting a placing of new Ordinary Shares by way
of an accelerated bookbuilding process (the "Placing") as also announced this
afternoon. In conjunction with the Placing and the Retail Offer,
certain directors of the Company intend to subscribe for new
ordinary shares at the Placing Price (the "Subscription").
The issue price of the new Ordinary
Shares to be issued pursuant to the Retail Offer, the Placing and
the Subscription will be determined following the close of the
bookbuilding process.
British Land separately announced
today that it has acquired a portfolio of seven retail parks from
Brookfield for a total consideration of £441 million (the
"Acquisition").
The Retail Offer is conditional on
the new Ordinary Shares to be issued pursuant to the Retail Offer
and the Placing being admitted to listing in the Equity Shares
(Commercial Companies) category of the Official List of the
Financial Conduct Authority and admitted to trading on the main
market for listed securities of London Stock Exchange plc
("Admission"). Admission is
expected to take place at 8.00 a.m. on 7
October 2024. The Retail Offer will not be completed without the
Placing also being completed.
The Company will use the net
proceeds to fund the consideration for the Acquisition, with the
remainder financed from existing cash and in place
facilities.
Reason for the Retail
Offer
While the Placing has been
structured as a non-pre-emptive offer within the Company's existing
authorities from shareholders for non-pre-emptive offers so as to
minimise cost and time to completion, the Company values its retail
investor base and is therefore pleased to provide retail investors
with the opportunity to participate in the Retail Offer in line
with the Pre-Emption Group guidelines.
Existing shareholders and new
investors can access the Retail Offer through PrimaryBid's
extensive partner network of investment platforms, retail brokers
and wealth managers, subject to such partners' participation. A
list of PrimaryBid's distribution partners can be found
here.
Some partners may only accept
applications from existing shareholders and/or existing
customers.
After consideration of the various
options available to it, the Company believes that the separate
Retail Offer is in the best interests of shareholders, as well as
wider stakeholders in the Company.
The Retail Offer will open to
investors resident and physically located in the United Kingdom
following the release of this Announcement. The Retail Offer is
expected to close at 8 p.m. on 2 October 2024 and may close early
if it is oversubscribed.
There is a minimum subscription
amount of £250 per investor in the Retail Offer.
The Company reserves the right to
scale back any order at its discretion and will give priority to
its existing shareholders. The Company and PrimaryBid reserve the
right to reject any application for subscription under the Retail
Offer without giving any reason for such rejection.
Investors wishing to apply for new
Ordinary Shares should contact their investment platform, retail
broker or wealth manager for details of their terms and conditions,
process (including for using their ISA, SIPP or GIA) and any
relevant fees or charges.
The new Ordinary Shares to be issued
pursuant to the Retail Offer will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passuin all respects
with the new Ordinary Shares to be issued pursuant to the Placing
and the Company's existing Ordinary Shares.
Brokers wishing to offer their
customers access to the Retail Offer and future PrimaryBid
transactions, should contact partners@primarybid.com.
The person responsible for making
this Announcement on behalf of the Company is Gavin
Bergin.
Enquiries
British Land
Sean Pearcey-Stone, Investor
Relations
Lizzie King, Investor
Relations
Charlotte Whitley, Media
|
+44 (0) 20 7486 4466
+44 (0) 78 0891 2784
+44 (0) 78 8780 2535
|
PrimaryBid Limited
Fahim Chowdhury / James Deal
|
enquiries@primarybid.com
|
FGS
Global
Guy Lamming / Gordon
Simpson
|
BritishLand-UK@fgsglobal.com
+44 (0) 20 7251 3801
|
Important notices
The Retail Offer is offered under
the exemptions from the need for a prospectus allowed under the
FCA's Prospectus Regulation Rules. As such, there is no need for
publication of a prospectus pursuant to the Prospectus Regulation
Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129
as it forms part of retained EU law as defined in the European
Union (Withdrawal) Act 2018).
The Retail Offer is not being made
into the United States, Australia, Canada, the Republic of South
Africa, Japan or any other jurisdiction where it would be unlawful
to do so.
This Announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This Announcement is not an offer of
securities for sale into the United States. The securities referred
to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States, except pursuant to an applicable exemption
from registration. No public offering of securities is being made
in the United States.
This Announcement and the
information contained herein, is restricted and is not for
publication, release or distribution, directly or indirectly, in
whole or in part, in or into Australia, Canada, the Republic of
South Africa, Japan or any other jurisdiction in which such
publication, release or distribution would be unlawful. Further,
this Announcement is for information purposes only and is not an
offer of securities in any jurisdiction.
Investors should make their own
investigations into the merits of an investment in the Company.
Nothing in this Announcement amounts to a recommendation to invest
in the Company or amounts to investment, taxation or legal
advice.
It
should be noted that a subscription for new Ordinary Shares and
investment in the Company carries a number of risks. Investors
should contact their investment platform, retail broker or wealth
manager for details of any relevant risk warnings. Investors should
take independent advice from a person experienced in advising on
investment in securities such as the new Ordinary Shares if they
are in any doubt.
END