REG - Great Portland Ests. - Admission of Nil-Paid Rights

Great Portland EstatesAnnouncement

28/05/2024 07:00

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RNS Number : 9241P  Great Portland Estates PLC  28 May 2024

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND DOES NOT
CONSTITUTE A PROSPECTUS EQUIVALENT DOCUMENT. IT IS NOT AN OFFER OF SECURITIES
FOR SALE TO U.S. PERSONS OR IN ANY JURISDICTION, INCLUDING THE UNITED STATES,
CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. INVESTORS SHOULD NOT SUBSCRIBE FOR THE SECURITIES REFERRED
TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN
THE PROSPECTUS EXPECTED TO BE PUBLISHED IN DUE COURSE.

 

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

28 May 2024

 

Great Portland Estates plc

 

Admission of Nil-Paid Rights

 

Great Portland Estates plc ("GPE" or the "Company") announces that, pursuant
to the Rights Issue announced on 23 May 2024, 152,320,747 New Ordinary Shares
of 15 5/19 pence each will be admitted, nil paid, to listing on the premium
segment of the Official List of the FCA and will be admitted, nil paid, to
trading on London Stock Exchange plc's main market for listed securities at
8.00 a.m. today. Capitalised terms used but not defined herein have the
meanings assigned to them in the prospectus published on 24 May 2024 (the
"Prospectus").

 

The Record Date for entitlement under the Rights Issue was 6.00 p.m. (London
time) on 22 May 2024. Provisional Allotment Letters have been posted to
Qualifying Non-CREST Shareholders (other than, subject to very limited
exceptions, Qualifying Non-CREST Shareholders with registered addresses or who
are resident or located in one of the Excluded Territories). CREST stock
accounts of Qualifying CREST Shareholders (other than, subject to very limited
exceptions, Qualifying CREST Shareholders with registered addresses or who are
resident or located in one of the Excluded Territories) are expected to be
credited with Nil Paid Rights as soon as practicable after 8.00 a.m. today.

 

For further information, please contact:

 

 

Enquiries

 Great Portland Estates plc                                                     +44(0) 207 647 3000
 Toby Courtauld, Chief Executive
 Nick Sanderson, Chief Financial & Operating Officer
 Stephen Burrows, Director of Investor Relations and Joint Director of Finance

 BofA Securities (Joint Global Coordinator, Joint Bookrunner, Joint Broker and  +44 20 7628 1000
 Sole Sponsor)
 Edward Peel
 David Lloyd
 Lucrezia Lazzari

 Stephen Little

 Deutsche Numis (Joint Global Coordinator, Joint Bookrunner and Joint Broker)   +44 (0)20 3727 1000
 Ben Stoop
 Hannah Boros
 Jamie Loughborough
 Jonny Abbott

 J.P. Morgan Cazenove (Joint Global Coordinator, Joint Bookrunner and Joint     +44 (0) 20 7742 4000
 Broker)
 Matt Smith
 Paul Pulze
 Jessica Murray
 Saul Leisegang

 Santander (Co-Lead Manager)                                                    +34 91 289 00 00
 Javier Mata
 Pablo Mateo
 Andre Stairmand
 Mikel Palacios

 Lazard (Financial Advisor)                                                     +44 (0) 20 7187 2000
 Cyrus Kapadia

 Patrick Long

 Simon Chambers

 Caitlin Martin

 FGS Global                                                                     +44 (0) 20 7251 3801
 James Murgatroyd
 Gordon Simpson

 

LEI Number: 213800JMEDD2Q4N1MC42

 

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of the
Company. This announcement is not a prospectus but an advertisement and
investors should not acquire any Nil-Paid Rights, Fully Paid Rights or New
Ordinary Shares referred to in this announcement except on the basis of the
information contained in the prospectus expected to be approved by the
Financial Conduct Authority in the UK and published by the Company in
connection with the Rights Issue in due course. The information contained in
this announcement is for background purposes only and does not purport to be
full or complete. Copies of the Prospectus, when published, will be available
on the Company's website, provided that the Prospectus will not, subject to
certain exceptions, be available to certain shareholders in certain restricted
or excluded territories. The Prospectus will give further details of the
Rights Issue.

 

Any decision to participate in the Rights Issue must be made solely on the
basis of the Prospectus to be published by the Company in due course. The
information contained in this announcement is for background purposes only and
no reliance may or should be placed by any person for any purpose whatsoever
on the information contained in this announcement or on its completeness,
accuracy or fairness. Recipients of this announcement should conduct their own
investigation, evaluation and analysis of the business, data and property
described in this announcement. This announcement does not constitute a
recommendation concerning any investor's decision or options with respect to
the Rights Issue. The information in this announcement is subject to change.

 

This announcement is for information purposes only and shall not constitute or
form part of any offer to issue or sell, or the solicitation of any offer to
purchase, subscribe for or otherwise acquire, any securities of the Company in
the United States (including its territories and possessions, any state of the
United States and the District of Columbia) (the "United States" or "US"),
Canada, Japan, South Africa or any other jurisdiction where such offer or sale
would be unlawful. The securities referred to herein (the "Securities") have
not been and will not be registered under the US Securities Act of 1933, as
amended (the "US Securities Act") or with any securities regulatory authority
of any state or other jurisdiction of the United States or under applicable
securities laws of Canada, Japan, South Africa, and may not be offered, sold,
taken up, exercised, resold, pledged, renounced, transferred, distributed or
delivered, directly or indirectly, into or within the United States, except to
qualified institutional buyers ("QIBs") as defined in, and in reliance on,
Rule 144A under the US Securities Act, or pursuant to an applicable exemption
from, or in a transaction not subject to, the registration requirements of the
US Securities Act and in compliance with any applicable securities laws of any
relevant state or other jurisdiction of the United States. Subject to certain
exceptions the Securities referred to herein may not be offered or sold in
Canada, Japan, South Africa or to, or for the account or benefit of, any
national, resident or citizen of Canada, Japan or South Africa. There will be
no public offering of the Securities in the United States.

 

Neither this announcement or any other document connected with the Rights
Issue has been or will be approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission in the
United States or any other US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of
the Securities or the accuracy or adequacy of this announcement or any other
document connected with the Rights Issue. Any representation to the contrary
is a criminal offence in the United States.

 

Each of Merrill Lynch International ("BofA Securities
(#3cb92730-92e9-4445-92c7-c99c7e15c7e5) ") and J.P. Morgan Securities plc
(which conducts its UK investment banking business as J.P. Morgan Cazenove)
("J.P. Morgan (#e31334b4-1594-432e-af32-c0d322e1a186) Cazenove") is authorised
in the United Kingdom by the Prudential Regulation Authority (the "PRA
(#9a02da2e-4dc0-45c9-a5db-0404da00a0ea) ") and regulated in the United Kingdom
by the PRA and the FCA. Numis Securities Limited (trading as Deutsche Numis)
("Deutsche Numis (#7e4285ce-dd35-43cc-b499-070d8c236495) ") is authorised and
regulated in the United Kingdom by the FCA. Banco Santander S.A. is authorised
by the Bank of Spain and subject to supervision by the Bank of Spain and by
the European Central Bank and to limited regulation by the Financial Conduct
Authority and Prudential Regulation Authority ("Santander", and together with
BofA Securities, J.P. Morgan Cazenove and Deutsche Numis, the
"Underwriters").Each of the Underwriters 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 document) as their respective
clients 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, nor for providing advice, in relation to the Rights Issue,
the contents of this announcement or any other transaction, arrangement or
matter referred to in this announcement.

 

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial adviser to the
Company and no one else in connection with the Rights Issue and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Lazard nor for providing advice in relation to the
Rights Issue or any other matters referred to in this announcement. Neither
Lazard nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Lazard
in connection with this document, any statement contained herein or otherwise.

 

The distribution of this announcement and any proposed offering and/or issue
of securities referred to herein in certain jurisdictions may be restricted by
law. No action has been taken by the Company or any of the Underwriters that
would permit an offer of securities or possession or distribution of this
announcement or publicity material relating to securities in any jurisdiction
where action for that purpose is required, other than in the United Kingdom.
Persons into whose possession this announcement comes are required by the
Company and the Underwriters to inform themselves about and to observe any
such restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of such jurisdiction.

 

The Underwriters, in accordance with applicable legal and regulatory
provisions, may engage in transactions in relation to the Securities and/or
related instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise. In connection with the Rights Issue, the
Underwriters and any of their respective affiliates, acting as investors for
their own accounts may acquire New Ordinary Shares as a principal position and
in that capacity may retain, acquire, subscribe for, purchase, sell, offer to
sell or otherwise deal for their own accounts in such New Ordinary Shares and
other securities of the Company or related investments in connection with the
Rights Issue or otherwise. Accordingly, references in this document to the New
Ordinary Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue, offer, subscription,
acquisition, placing or dealing by each of the Underwriters and any of their
respective affiliates acting as investors for their own accounts. In addition,
certain of the Underwriters or their respective affiliates may enter into
financing arrangements (including swaps, warrants or contracts for difference)
with investors in connection with which such Underwriters (or their respective
affiliates) may from time to time acquire, hold or dispose of New Ordinary
Shares. Except as required by applicable law or regulation, the Underwriters
and their respective affiliates do not propose to make any public disclosure
in relation to such transactions.

 

In the event that the Underwriters acquire New Ordinary Shares which are not
taken up by Qualifying Shareholders (as defined in the Prospectus), the
Underwriters may co-ordinate disposals of such shares in accordance with
applicable law and regulation. Except as required by applicable law or
regulation, the Underwriters and their respective affiliates do not propose to
make any public disclosure in relation to such transactions.

 

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 any
investor's options with respect to the Rights Issue. 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 to future performance. The contents of this
announcement are not to be construed as legal, business, financial or tax
advice. Each investor or 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.

 

None of the Underwriters nor any of their respective affiliates, directors,
officers, employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy, fairness,
sufficiency or completeness of the information (or whether any information has
been omitted from the announcement) or the opinions or beliefs contained in
this announcement (or any part hereof). None of the information in this
announcement has been independently verified or approved by the Underwriters
or any of their respective affiliates. Save in the case of fraud, no liability
is accepted by the Underwriters or any of their respective affiliates for any
errors, omissions or inaccuracies in such information or opinions or for any
loss, cost or damage suffered or incurred howsoever arising, directly or
indirectly, from any use of this announcement or its contents or otherwise in
connection with this announcement.

 

No person has been authorised to give any information or to make any
representations other than those contained in this announcement and, if given
or made, such announcements must not be relied on as having been authorised by
the Company, the Underwriters or any of their respective affiliates. Subject
to the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance
and Transparency Rules and MAR (each as defined in the Prospectus), the issue
of this announcement and any subsequent announcement shall not, in any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date of this announcement or that the
information contained in it is correct as at any subsequent date.

 

This announcement contains "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by,  followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the date of this
announcement. None of the Company, the Underwriters or their respective
affiliates undertakes or is under any duty to update, review or revise any
forward-looking statement contained in this announcement or to correct any
inaccuracies in any such information which may become apparent or to provide
you with any additional information as a result of new information, future
developments or otherwise, other than any requirements that the Company may
have under applicable law or the Listing Rules, the Prospectus Regulation
Rules, the Disclosure Guidance and Transparency Rules or MAR. To the fullest
extent permissible by law, such persons disclaim all and any responsibility or
liability, whether arising in tort, contract or otherwise, which they might
otherwise have in respect of this announcement. The information in this
announcement is subject to change without notice.

 

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the New Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of
the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the "Target Market
Assessment").

 

Notwithstanding the Target Market Assessment, distributors (such term to have
the same meaning as in the UK MiFIR Product Governance Requirements) should
note that: the price of the New Ordinary Shares may decline and investors
could lose all or part of their investment and the New Ordinary Shares offer
no guaranteed income and no capital protection; and an investment in the New
Ordinary 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 sale of the New Ordinary Shares.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
the Underwriters will only procure investors (in connection with the Rights
Issue) 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
Chapters 9A or 10A respectively of the FCA Handbook 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 New Ordinary Shares.

 

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.

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