TIDMLXB
RNS Number : 0502B
LXB Retail Properties Plc
20 October 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO US
PERSONS OR INTO THE UNITED STATES, OR INTO OR FROM CANADA, JAPAN OR AUSTRALIA
This announcement is not an admission document. This announcement does not
constitute or form part of, and should not be construed as, any offer or
invitation to sell or issue, or any solicitation of any offer to purchase or
subscribe for, any shares in the Company or securities in any other entity nor
shall it, or any part of it, or the fact of its distribution, form the basis of,
or be relied on in connection with, any contract or investment decision in
relation thereto. This announcement does not constitute a recommendation
regarding any securities.
Any investment decision must be made exclusively on the basis of the final
admission document to be published by the Company and any supplement thereto
(the "Admission Document"). A copy of the Admission Document will be available
on the Company's website following Admission
+------------------------------------+-------------------------------------+
| For Immediate Release | 20 October 2009 |
+------------------------------------+-------------------------------------+
LXB Retail Properties Plc ("LXB Retail", or the "Company")
20 October 2009
The London Stock Exchange
10 Paternoster Square
London, EC4M 7LS
Dear Sirs
LXB Retail Properties Plc - Offering of 110,000,000 Ordinary Shares
Stabilisation Notice
Pursuant to Core Dealing Rule 3060-3061, J.P. Morgan Cazenove Limited hereby
notifies the London Stock Exchange that it and its affiliates may stabilise the
offering of the Ordinary Shares of no par value in LXB Retail Properties Plc:
1. Security to be stabilised: Ordinary Shares of no par value in LXB Retail
Properties Plc;
2. Security Identifier: JE00B4MFKH73;
3. Stabilising Manager: J.P. Morgan Cazenove Limited (a member firm) (Contact -
Greg Chamberlain - 020 7588 2828);
4. Stabilisation period commences: 20 October 2009 at approximately 08:00am London
time;
5. Stabilisation period ends: Close of business on 18 November 2009;
6. Offer price: 100 pence per share; and
7. Over-allotment option: up to 4.215m Ordinary Shares (3.83 per cent. of the
Offering)
Yours faithfully
J.P. Morgan Cazenove Limited
This announcement does not constitute an offer to sell or the solicitation of an
offer to buy Shares in any jurisdiction. Any such offer, if made, will be made
pursuant to the Admission Document proposed to be published in due course. In
particular, this announcement is not for distribution in or into the United
States, Canada, Australia or Japan or to any national resident or citizen of the
United States, Canada, Australia or Japan. The distribution of this announcement
in other jurisdictions including (without limitation) the United States, Canada,
Australia and Japan (or to any resident thereof) may be restricted by law and
therefore persons into whose possession this announcement comes should inform
themselves of and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
The Shares have not been, and will not be, registered under the Securities Act.
The Shares cannot be offered, re-sold, pledged or otherwise transferred,
directly or indirectly, within the United States or to, or for the account or
benefit of, any US Person, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
The Shares are being offered and sold outside the United States in reliance on
Regulation S, and within the United States pursuant to an exemption from the
registration requirements of the Securities Act.
The Company has not been, and will not be, registered under the Investment
Company Act, in reliance on Section 3(c)(7) thereof, and investors will not be
entitled to the benefits of that Act. Accordingly, Shares are only being offered
to US Persons that are qualified institutional buyers (as defined in Rule 144A
under the Securities Act), and are also qualified purchasers (as defined in
Section 2(a)(51) of the Investment Company Act). In addition, the Shares may not
be acquired by investors using assets of any employee benefit plan or plan that
is subject to Part 4 of Title I of ERISA, or Section 4975 of the Code or by
investors subject to any US federal, state, local or foreign law that is similar
to the provisions of Section 406 of ERISA or Section 4975 of the Code. Violation
of these restrictions could result in forfeiture or mandatory transfer of
Shares.
In the United Kingdom, this announcement is only being distributed to and is
only directed at: (a) investment professionals falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"); (b) high net worth companies, unincorporated associations and
other bodies falling within Article 49(2)(a) to (d) of the Order and (c) other
persons to whom it may lawfully be communicated (all such persons together being
referred to as "relevant persons"). The Shares are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such
shares will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this announcement or any of its
contents.
In any European Economic Area ("EAA") Member State that has implemented
Directive 2003/71/EC (together with any applicable implementing measures in any
Member State, the "Prospectus Directive"), this communication is only addressed
to and is only directed at: (a) qualified investors in that Member State within
the meaning of Article 2(1)(e) of the Prospectus Directive; and (b) other
persons who are permitted to purchase the Shares pursuant to an exemption under
the Prospectus Directive and other applicable regulations. This announcement has
been prepared on the basis that all offers of Shares will be made pursuant to an
exemption under the Prospectus Directive, as implemented in member states of the
EEA, from the requirement to produce a prospectus for offers of Shares.
Accordingly, any person making or intending to make any offer within the EEA of
the Shares which are the subject of the Admission contemplated in this
announcement should only do so in circumstances in which no obligation arises
for the Company, J.P. Morgan Cazenove, J.P. Morgan Securities or Oriel
Securities to produce a prospectus for such offer. None of the Company, J.P.
Morgan Cazenove, J.P. Morgan Securities and Oriel Securities has authorised, nor
do they authorise, the making of any offer of Shares through any financial
intermediary, other than offers made by J.P. Morgan Cazenove or Oriel Securities
which constitute the final placement of Shares contemplated in this
announcement.
The Company is established in Jersey as an unregulated exchange-traded fund for
the purposes of the Collective Investment Funds (Unregulated Funds) (Jersey)
Order 2008. The Company is not regulated in Jersey. The Jersey Financial
Services Commission has neither evaluated nor approved the scheme or arrangement
of the Company, parties involved in the promotion, management or administration
of the Company or this announcement. The Jersey Financial Services Commission
has no ongoing responsibility to monitor the performance of the Company, to
supervise the management of the Company or to protect the interests of investors
in the Company.
Ogier Corporate Finance Limited, which is a member of the CISX, is the sponsor
to the listing on the CISX and is acting exclusively for the Company in relation
to the admission to the CISX and no one else, and will not be responsible to
anyone other than the Company for providing the protections afforded to
customers of Ogier Corporate Finance Limited, nor for providing advice in
relation to the admission to the CISX, the contents of this announcement or any
transaction or arrangement referred to herein.
J.P. Morgan Cazenove and J.P. Morgan Securities are regulated in the United
Kingdom by the Financial Services Authority. J.P. Morgan Cazenove is acting as
nominated adviser, bookrunner, lead manager and joint broker to the Company in
connection with the matters described in this announcement. J.P. Morgan
Cazenove's responsibilities as the Company's nominated adviser under the AIM
Rules are owed solely to the London Stock Exchange and are not owed to the
Company or to any director or to any other person in respect of his decision to
acquire Shares in the Company in reliance on any part of this announcement. J.P.
Morgan Securities is acting as joint underwriter in connection with the Placing.
J.P. Morgan Cazenove and J.P. Morgan Securities are acting for the Company in
relation to the Placing and the AIM Admission and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their clients, nor for providing advice in relation to the Placing
and the AIM Admission, the contents of this announcement or any transaction or
arrangement referred to herein.
Oriel Securities, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as co-lead manager, joint broker and joint
underwriter to the Company in connection with the matters described herein.
Oriel Securities is acting for the Company in relation to the Placing and no one
else and will not be responsible to anyone other than the Company for providing
the protections afforded to its clients, nor for providing advice in relation to
the Placing, the contents of this announcement or any transaction or arrangement
referred to herein.
No reliance may be placed for any purposes whatsoever on the information
contained in this announcement or on its completeness. No representation or
warranty, express or implied, is given by or on behalf of the Company, J.P.
Morgan Cazenove, J.P. Morgan Securities or Oriel Securities or any of such
persons' directors, officers or employees or any other person as so to the
accuracy, completeness or verification of the information or the opinions
contained in this announcement and no liability is accepted for any such
information or opinions. No statement in this announcement is intended to be nor
may be construed as a profit forecast.
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements relate to matters that are not
historical facts.
By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. Forward-looking statements are not guarantees of future
performance. The Company's actual investment performance, results of operations,
financial condition, liquidity, dividend policy and the development of its
financing strategies may differ materially from the impression created by the
forward-looking statements contained in this announcement. In addition, even if
the investment performance, result of operations, financial condition, liquidity
and dividend policy of the Company and development of its financing strategies,
are consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative of results or
developments in subsequent periods.
These forward-looking statements speak only as at the date of this announcement.
Subject to its legal and regulatory obligations (including under the AIM Rules
and the Listing Rules), the Company expressly disclaims any obligations to
update or revise any forward-looking statement contained herein to reflect any
change in expectations with regard thereto or any change in events, conditions
or circumstances on which any statement is based.
In connection with the Placing, J.P. Morgan Cazenove, or any of its agents, may
(but will be under no obligation to), to the extent permitted by law, over allot
or effect other transactions intended to enable it to satisfy any over
allotments or which stabilise, maintain or otherwise affect the market price of
the Shares or any options, warrants or rights with respect to, or interests in,
the Shares or other securities in the Company, in each case at levels which
might not otherwise prevail in the open market. J.P. Morgan Cazenove is not
required to enter into such transactions and such transactions may be effected
on any stock market, over-the-counter market, or otherwise. Such transactions if
commenced may be discounted at any time and may only be entered into between the
commencement of conditional trading of the Shares and 30 days thereafter. There
will be no obligations on J.P. Morgan Cazenove, or any of its agents, to effect
stabilising transactions and no assurance is given that stabilising transactions
will be undertaken. Such transactions, if commenced, may be discontinued at any
time without prior notice. In no event will measures be taken to stabilise the
market price of the Shares above the Placing Price. Save as required by any
legal or regulatory obligation, neither J.P. Morgan Cazenove nor any of its
agents intends to disclose the extent of any over-allotment and/or stabilisation
transactions under the Placing.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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