REG - British Land Co PLC - Results of Placing and Retail Offer

British LandAnnouncement

03/10/2024 07:00

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RNS Number : 8015G  British Land Co PLC  03 October 2024

 

 

 

LEI: RV5B68J2GV3QGMRPW209

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (THE "ANNOUNCEMENT") AND THE
INFORMATION CONTAINED IN IT, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR 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. PLEASE SEE THE IMPORTANT NOTICES AT
THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE

 

3 October 2024

 

                                    THE
BRITISH LAND COMPANY PLC ("BRITISH LAND" OR THE "COMPANY")

 

RESULTS OF PLACING, RETAIL OFFER AND DIRECTORS' SUBSCRIPTION

 

British Land announces the successful pricing of the non-pre-emptive placing
of new ordinary shares of 25 pence each in the capital of the Company (the
"Ordinary Shares") announced on 2 October 2024 (the "Placing").

Simon Carter, Chief Executive, said: "We are delighted with the outcome of
this important equity placing for British Land, which we are using to acquire
this attractive portfolio of retail parks with strong rental growth prospects.
We would like to thank all existing and new shareholders for their support as
we continue to execute on our strategy."

A total of 69,512,111 new Ordinary Shares in the capital of the Company (the
"Placing Shares") have been placed by Morgan Stanley & Co. International
plc ("Morgan Stanley") and UBS AG London Branch ("UBS") (together, the "Joint
Global Coordinators") at a price of 422 pence per Placing Share (the "Placing
Price"). Goldman Sachs International ("Goldman Sachs", and together with the
Joint Global Coordinators, the "Joint Bookrunners", or the "Banks") acted as a
joint bookrunner in connection with the Placing.

Concurrently with the Placing, retail and other investors have subscribed in
the offer made by the Company via the PrimaryBid platform for a total of
1,577,937 new Ordinary Shares (the "Retail Offer Shares") at the Placing Price
(the "Retail Offer"). In addition, certain directors of the Company intend to
subscribe for an aggregate of 137,261 Ordinary Shares at the Placing Price
following publication of the Company's interim results for the period to 30
September 2024.

The Placing, Retail Offer and Subscription in aggregate comprised 71,227,309
new Ordinary Shares which will raise gross proceeds of approximately £301
million for the Company.

The Placing Price of 422 pence represents a discount of 3.6 per cent. to the
closing price on 2 October 2024, which was 437.80 pence. The Placing Shares,
Retail Offer Shares and Subscription Shares, in aggregate, represent
approximately 7.7 per cent. of the existing issued ordinary share capital of
British Land prior to the Placing.

British Land consulted with a number of its major shareholders prior to the
Placing and has respected the principles of pre-emption through the allocation
process.

Applications have been made to the Financial Conduct Authority ("FCA") and
London Stock Exchange plc (the "LSE") respectively for the admission of the
Placing Shares and Retail Offer Shares to the Equity Shares (Commercial
Companies) ("ESCC") listing category of the Official List and to trading on
the London Stock Exchange's main market for listed securities ("Admission").
It is expected that Admission will become effective on or before 8.00 a.m. on
7 October 2024. The Placing, Retail Offer and Subscription are conditional
upon, amongst other things, Admission becoming effective and upon the placing
agreement between the Company and the Banks not being terminated in accordance
with its terms.

The Placing Shares, Retail Offer Shares and Subscription Shares will, when
issued, be credited as fully paid and rank pari passu in all respects with the
existing Ordinary Shares, including, without limitation, the right to receive
all dividends and other distributions declared, made or paid after the date of
issue.

For purposes of the Disclosure Guidance and Transparency Rules, following
Admission, the total number of shares in issue in the Company will be
1,010,266,294. British Land currently holds 11,266,245 shares as treasury
shares, and, therefore, following Admission, the total number of voting shares
in British Land in issue will be 999,000,049. This figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the Disclosure Guidance and Transparency
Rules.

Directors' participation in the Subscription

The following directors of the Company intend to subscribe for the following
number of Ordinary Shares at the Placing Price as part of the Subscription:

 Name               Number of Ordinary Shares
 Simon Carter       37,500
 William Rucker     50,000
 Mark Aedy          23,696
 Amanda James       11,848
 Mary Ricks         11,848
 Loraine Woodhouse  2,369

 

The person responsible for arranging release of this Announcement on behalf of
British Land is Gavin Bergin.

For further information on the Announcement, please contact:

For further information please contact:

 

British
Land                                                                                                                           +44
(0) 20 7486 4466

 

Sean Pearcey-Stone, Investor Relations

Lizzie King, Investor Relations

 

Morgan Stanley (Joint Global Coordinator, Joint Bookrunner and Joint Corporate
Broker)

+44 (0) 20 7425 8000

Ben Grindley

Nick White

Emma Whitehouse

Jessica Pauley

Parnion Khoshan

 

UBS (Joint Global Coordinator, Joint Bookrunner and Joint Corporate
Broker)

+44 (0) 20 7567 8000

Fergus Horrobin

Jonathan Retter

Alexander Bloch

Aadhar Patel

Meera Sheth

 

Goldman Sachs (Joint Bookrunner)
 
  +44 (0) 20 7774 1000

 

Johannes Fritze

Heiko Weber

Tom Hartley

 

Press enquiries

 

Charlotte Whitley
 
                        +44 (0) 78 8780 2535

Guy Lamming / Gordon Simpson, FGS Global
                                              +44 (0)
20 7251 3801

 

Herbert Smith Freehills LLP are acting as UK and US legal advisers to the
Company. Freshfields Bruckhaus Deringer LLP are acting as UK and US legal
advisers to the Banks.

 

Pre-Emption Group Reporting

 

The Placing is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post-transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 

 Name of issuer       The British Land Company plc
 Transaction details  In aggregate, the Placing, Retail Offer and Subscription of 71,227,309
                      ordinary shares represents approximately 7.7 per cent. of the Company's issued
                      ordinary share capital prior to the Placing.

                      Settlement for the Placing Shares and Retail Offer Shares is expected to take
                      place on or before 8.00 a.m. (London time) on 7 October 2024.
 Use of proceeds      The net proceeds of the Placing, Retail Offer and Subscription will be used to
                      fund the consideration for the acquisition of a portfolio of seven retail
                      parks for a total consideration of £441 million, with the remainder financed
                      from existing cash and in place facilities. Further details can be found in
                      the acquisition announcement published on 2 October 2024, which should be read
                      in conjunction with this Announcement.
 Quantum of proceeds  In aggregate, the Placing, Retail Offer and Subscription will raise gross
                      proceeds of approximately £301 million and net proceeds of approximately
                      £295 million.
 Discount             The Placing Price represents a discount of approximately 3.6 per cent. to
                      437.80 pence, which was the closing price on 2 October 2024.
 Allocations          Soft pre-emption has been adhered to in the allocations process. The Company
                      was involved in the allocations process, which has been carried out in
                      compliance with all applicable MiFID II allocation requirements. Allocations
                      made outside of soft pre-emption were preferentially directed towards existing
                      shareholders in excess of their pro rata, and wall-crossed accounts.
 Consultation         The Joint Global Coordinators undertook a pre-launch wall-crossing process,
                      including consultation with major shareholders, to the extent reasonably
                      practicable and permitted by law.
 Retail investors     The Placing was accompanied by a Retail Offer, for a total of 1,577,937
                      Ordinary Shares, via the PrimaryBid platform.

                      Retail investors who participated in the Retail Offer were able to do so at
                      the same Placing Price as all other investors participating in the Placing.

                      The Retail Offer was made available to existing shareholders and new investors
                      in the UK. Investors were able to participate through PrimaryBid's free-to-use
                      direct channel. As such, to the extent practicable on the transaction
                      timetable, eligible UK retail investors (including certificated retail
                      shareholders) had the opportunity to participate in the Retail Offer alongside
                      institutional investors.
 Subscription         Certain directors of the Company intend to subscribe for an aggregate of
                      137,261 Ordinary Shares at the Placing Price following publication of the
                      Company's interim results for the period to 30 September 2024.

 

 

About British Land

 

British Land is a UK commercial property company focused on real estate
sectors with the strongest operational fundamentals: London campuses, retail
parks, and London urban logistics. It owns or manages a portfolio valued at
£13.0bn (British Land share: £8.7bn) as at 31 March 2024.

British Land's purpose is to create and manage Places People Prefer -
outstanding places that deliver positive outcomes for all British Land's
stakeholders on a long term, sustainable basis. The Company does this by
leveraging its best in class platform and proven expertise in development,
repositioning and active asset management.

British Land has both a responsibility and an opportunity to manage its
business in an environmentally and socially responsible manner. The Company's
approach to sustainability is focused on three pillars: Greener Spaces,
Thriving Places and Responsible Choices. Read more about us at
www.britishland.com.

 

IMPORTANT NOTICES

This Announcement and the information contained herein, is restricted and is
not for publication, release, transmission, forwarding or distribution,
directly or indirectly, in whole or in part, in or into the United States of
America, its territories and possessions, any state of the United States or
the District of Columbia (collectively, the "United States"), Australia,
Canada, Republic of South Africa, Japan or any other jurisdiction in which
such publication, release or distribution would be unlawful.

No action has been taken by the Company or the Banks, or any of their
respective affiliates, or any person acting on its or their behalf, 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 Regulation (EU) 2017/1129 as amended from time to time (the "EU
Prospectus Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms
part of UK domestic law as amended from time to time by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation" and together with
the EU Prospectus Regulation, the "Prospectus Regulations" ) 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, the Retail Offer Shares or any other security in the United
States, Australia, Canada, Republic of South Africa, Japan or in any
jurisdiction in which, or to any persons to whom, such offering, solicitation
or sale would be unlawful or require registration.

The Placing Shares and the Retail Offer 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 will be no public
offering of the Placing Shares or the Retail Offer Shares in the United
States.

The Placing and the Retail Offer have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any State
securities commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the merits of
the Placing or the Retail Offer, or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal offence in the
United States.

Neither the Placing Shares nor the Retail Offer Shares have been, nor will
they be, qualified for distribution to the public in Canada pursuant to a
prospectus filed with the securities regulatory authority 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 neither the Placing Shares nor the Retail Offer Shares have 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,
Republic of South Africa or Japan. Accordingly, neither the Placing Shares nor
the Retail Offer Shares may (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Canada, Australia, Republic of South Africa, Japan or
any other jurisdiction outside the United Kingdom or to, or for the account or
benefit of any national, resident or citizen of Australia, Republic of South
Africa, Japan or to any investor located or resident in Canada.

This Announcement does not constitute, or purport to include the information
required of, a disclosure document under Chapter 6D of the Corporations Act
2001 (Cth) (the "Corporations Act") or a product disclosure statement under
Chapter 7 of the Corporations Act and will not be lodged with the Australian
Securities and Investments Commission. No offer of securities is made pursuant
to this Announcement in Australia except to a person who is: (i) either a
"sophisticated investor" within the meaning of section 708(8) of the
Corporations Act or a "professional investor" within the meaning of section 9
and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for
the purposes of section 761G of the Corporations Act (and related regulations)
who has complied with all relevant requirements in this respect. No Placing
Shares may be offered for sale (or transferred, assigned or otherwise
alienated) to investors in Australia for at least 12 months after their issue,
except in circumstances where disclosure to investors is not required under
Part 6D.2 of the Corporations Act.

NOTICE TO CANADIAN INVESTORS

The Placing Shares may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Placing Shares must be made in accordance with
an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this offering
memorandum (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of
the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's
province or territory for particulars of these rights or consult with a legal
advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts
("NI 33-105"), the Agents are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in
connection with this offering.

This Announcement is for information purposes only and is directed only at
persons whose ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are: (a) persons in member states of the European Economic
Area, who are "qualified investors" within the meaning of Article 2(e) of the
EU Prospectus Regulation, or (b) persons in the United Kingdom (i) who are
"qualified investors" within the meaning of Article 2(e) of the UK Prospectus
Regulation 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) who fall within Article 49(2)(a) to (d) of the
Order, or (c) in the case of persons located in the United States, persons who
are reasonably believed to be "qualified institutional buyers" (as defined in
Rule 144A under the US Securities Act of 1933, as amended), or (d) persons to
whom it may otherwise be lawfully communicated (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. Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.

UBS is authorised and regulated by the Financial Market Supervisory Authority
in Switzerland, authorised by the Prudential Regulation Authority (the "PRA")
and subject to regulation by the Financial Conduct Authority (the "FCA") and
limited regulation by the PRA in the United Kingdom. Each of Morgan Stanley
and Goldman Sachs is authorised by the PRA and regulated in the United Kingdom
by the FCA and the PRA. The Banks are acting 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. As required by applicable
securities laws, the licensing status of the Banks in the Republic of South
Africa is as follows: Morgan Stanley & Co. International plc holds an
exemption from the licensing requirement of the Financial Advisory and
Intermediary Services Act 37 of 2002 ("FAIS") and it is therefore not
regulated in the Republic of South Africa, while UBS AG London Branch holds a
financial services provider ("FSP") licence (under FSP number: 30475) granted
in terms of section 7(1) of FAIS).

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 Banks nor any of their respective affiliates or agents (or any
of their respective directors, officers, employees or advisers or any person
acting on their behalf) 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 any Bank 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
Banks 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
any Bank 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 or the Retail Offer Shares. Any investment
decision to buy Placing Shares in the Placing or Retail Offer Shares must be
made solely on the basis of publicly available information, which has not been
independently verified by the Banks. Any indication in this Announcement of
the price at which ordinary shares have been bought or sold in the past cannot
be relied upon as a guide to future performance. The price of shares and any
income expected from them may go down as well as up and investors may not get
back the full amount invested upon disposal of the shares. Past performance is
no guide for future performance and persons reading this Announcement should
consult an independent financial adviser.

This Announcement contains 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 Banks
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. 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.

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 Banks 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 Banks and any of their
affiliates acting in such capacity. In addition, the Banks and any of their
affiliates may enter into financing arrangements (including swaps) with
investors in connection with which the Banks and any of their respective
affiliates may from time to time acquire, hold or dispose of shares. The Banks
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 Report of the Group (which includes a section entitled
"Managing Risks" that describes the risk factors that may affect the Group's
business and financial performance) and other information about the Group are
available on the British Land website at www.britishland.com. Neither the
contents of the British Land website nor any website accessible by hyperlinks
on the British Land website is incorporated in, or forms part of, this
Announcement.

This Announcement does not constitute a recommendation to acquire any
securities of the Company.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (i) (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 (ii)
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements" and together with the MiFID II Product
Governance Requirements, the "Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the 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 or the FCA Handbook
Conduct of Business Sourcebook (as applicable); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II or
the FCA Handbook Product Intervention and Product Governance Sourcebook (as
applicable) (the "Target Market Assessment"). Notwithstanding the Target
Market Assessment, Distributors (for the purposes of the Product Governance
Requirements) 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, Morgan Stanley & Co.
International plc 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 the FCA Conduct of Business Sourcebook; 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.

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