TIDMSGRO
RNS Number : 2577Q
SEGRO PLC
15 February 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
15 February 2019
SEGRO plc
Results of Placing
SEGRO plc (the "Company" or "SEGRO") announces the successful
completion of the placing of ordinary shares announced earlier
today (the "Placing").
The placing raised gross proceeds of approximately GBP451
million for the Company. A total of 71,000,000 new ordinary shares
in the Company ("Placing Shares") have been placed by Merrill Lynch
International ("BofA Merrill Lynch") and UBS AG London Branch
("UBS", together with BofA Merrill Lynch, the "Joint Bookrunners")
at a price of 635.0 pence per Placing Share, a discount of 2.0 per
cent to the closing share price of 648.2 pence on 14 February 2019.
The Placing Shares being issued represent approximately 7.0 per
cent of the issued ordinary share capital of SEGRO.
The Placing Shares will, when issued, be credited as fully paid
and rank pari passu in all respects with the existing ordinary
shares of 10 pence in the capital of the Company, including in
respect of the right to receive all dividends and other
distributions declared, made or paid after the date of issue,
including the 13.25 pence 2018 final dividend payable on 2 May
2019, subject to shareholder approval at the AGM, to shareholders
on the register as at 21 March 2019.
Applications have been made for the admission of the Placing
Shares to the Official List of the Financial Conduct Authority and
to trading on the main market for listed securities of the London
Stock Exchange plc ("Admission"). It is expected that Admission
will become effective at 8.00 a.m. on 19 February 2019. The Placing
is conditional upon, amongst other things, Admission becoming
effective and upon the placing agreement not being terminated in
accordance with its terms.
Following Admission, the total number of shares in issue in the
Company will be 1,084,502,762. SEGRO currently holds no shares as
treasury shares, and, therefore, following Admission, the total
number of voting shares in SEGRO in issue will be
1,084,502,762.
BofA Merrill Lynch and UBS are acting as Joint Bookrunners and
Corporate Brokers in respect of the Placing.
SEGRO plc:
David Sleath, Chief Executive
Soumen Das, Chief Financial Officer
Harry Stokes, Commercial Finance Director +44 (0)20 7451
9124
BofA Merrill Lynch: +44 (0)20 7628 1000
Simon Mackenzie-Smith
Edward Peel
Richard Abel
Raj Batra
UBS Investment Bank: +44 (0)20 7567 8000
John Woolland
Fergus Horrobin
Thomas Raynsford
Christopher Smith
Media enquiries:
Lizzie Humphreys, External Communications Manager +44 (0) 20
7451 9129
Richard Sunderland, FTI Consulting +44 (0) 20 3727 1000
Claire Turvey, FTI Consulting +44 (0) 20 3727 1000
Notes to Editors
About SEGRO
SEGRO is a UK Real Estate Investment Trust (REIT), and a leading
owner, manager and developer of modern warehouses and light
industrial property. It owns or manages 7 million square metres of
space (75 million square feet) valued at GBP11 billion serving
customers from a wide range of industry sectors. Its properties are
located in and around major cities and at key transportation hubs
in the UK and in eight other European countries.
See www.SEGRO.com for further information.
IMPORTANT NOTICE
No action has been taken by the Company or the Joint
Bookrunners, or any of their respective affiliates that would, or
which is intended to, permit a public offer of the Placing Shares
in any jurisdiction or result in the possession or distribution of
this Announcement or any other offering or publicity material
relating to the Placing Shares in any jurisdiction where action for
that purpose is required. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. Persons into whose possession this Announcement
comes shall inform themselves about, and observe, such
restrictions.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published. Persons needing advice should consult an independent
financial adviser.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
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 PLACING SHARES OR ANY OTHER
SECURITY IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA, COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA,
JAPAN OR SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY
PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE
UNLAWFUL.
The Placing Shares 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 or
transferred, 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. There is no public
offering of the Placing Shares in the United States.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan or South Africa. Accordingly,
the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Canada, Australia,
Japan or South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national,
resident or citizen of Australia, Japan or South Africa or to any
investor located or resident in Canada.
Merrill Lynch International, which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, and UBS AG London Branch, which is authorised and
regulated by the Financial Market Supervisory Authority in
Switzerland and authorised by the Prudential Regulation Authority
and subject to regulation by the Financial Conduct Authority and
limited regulation by the Prudential Regulation Authority in the
United Kingdom, are acting as Joint Bookrunners for the Company in
connection with the Placing 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 to
any other person in relation to the Placing and/or any other matter
referred to in this Announcement.
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 is or will be accepted by the
Joint 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, 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 either Joint Bookrunner or any of their respective
Affiliates in connection with the Company, the Placing Shares or
the Placing and any responsibility therefor is expressly
disclaimed. The Joint Bookrunners and each of their respective
Affiliates accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise (save as referred to above)
in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by either Joint 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 Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA, WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE EU DIRECTIVE 2003/71/EC (AND AMENDMENTS
THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT
IMPLEMENTED IN THE RELEVANT MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE") ("QUALIFIED INVESTORS"); (B) (I) PERSONS IN THE UNITED
KINGDOM, WHO ARE QUALIFIED INVESTORS AND WHO ARE INVESTMENT
PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"), OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED ; OR (D) "QUALIFIED INSTITUTIONAL BUYERS" (EACH A
"QIB") (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) TO THE
EXTENT THAT SUCH PERSONS ARE LOCATED IN THE UNITED STATES (ALL SUCH
PERSONS IN (A), (B) (C) AND (D) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan"
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts and reflect the directors'
beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement. These statements are subject to unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, neither the Company nor the Joint
Bookrunners assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained
herein. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
Any indication in this announcement of the price at which Placing
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. No statement in this Announcement
is or is intended to be a profit forecast or profit estimate or to
imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. Past performance is no guide for
future performance and persons reading this Announcement should
consult an independent financial adviser.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
In connection with the Placing, each of the Joint Bookrunners
and any of their affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for their own accounts such shares and other
securities of the Company or related investments in connection with
the Placing or otherwise. Accordingly, references to Placing Shares
being offered, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or acquisition, placing or
dealing by, the Joint Bookrunners and any of their affiliates
acting in such capacity. In addition, the Joint Bookrunners and any
of their affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Joint
Bookrunners and any of their respective affiliates may from time to
time acquire, hold or dispose of shares. The Joint Bookrunners do
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
The most recent Annual and Interim Reports of the Group and
other information about the Group are available on the SEGRO
website at www.segro.com/investors. Neither the contents 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 Placing.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended, ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, Distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Merrill Lynch International and UBS AG London Branch
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIGGUUUPUPBGCA
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