REG - SEGRO PLC - RETAIL OFFER VIA PRIMARYBID

SEGROAnnouncement

27/02/2024 17:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240227:nRSa6784Ea&default-theme=true

RNS Number : 6784E  SEGRO PLC  27 February 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, REPUBLIC OF SOUTH AFRICA, JAPAN
OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

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).

FOR IMMEDIATE RELEASE

27 FEBRUARY 2024

SEGRO plc

RETAIL OFFER VIA PRIMARYBID

SEGRO plc ("SEGRO" or the "Company") is pleased to announce a retail offer
via PrimaryBid of new ordinary shares (the "Retail Shares") of 10 pence each
in the capital of the Company (the "Retail Offer").

As separately announced today, the Company is conducting a non-pre-emptive
placing of new ordinary shares (the "Placing Shares") in the capital of the
Company (the "Placing") through an accelerated bookbuilding process
(the "Bookbuilding Process"). The price at which the Placing Shares are to be
placed (the "Placing Price") will be determined at the close of the
Bookbuilding Process.

The issue price for the Retail Shares will be equal to the Placing Price.

Reasons for the Retail Offer

Whilst 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, time to completion and use of management time at an
important time for the Company, 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.

After consideration of the various options available to it, the Company
believes that the separate Retail Offer, which will give retail investors the
opportunity to participate in the Company's equity fundraising alongside the
Placing, is in the best interest of shareholders, as well as wider
stakeholders in SEGRO.

The net proceeds of the Retail Offer will allow SEGRO to pursue additional
growth opportunities, including new and existing development projects and to
take advantage of potential acquisition opportunities which may arise, whilst
maintaining a strong balance sheet, further details on which are set out in
the Company's announcement regarding the Placing, released earlier today.

Details of the Retail Offer

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 the same time as the Bookbuilding Process is completed
and no later than 6:30 a.m. on 28 February 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. 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 who apply for Retail Shares through PrimaryBid's website or
PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It
is vital to note that once an application for Retail Shares has been made and
accepted via PrimaryBid, that application cannot be withdrawn.

Existing shareholders and new investors can access the Retail Offer through
PrimaryBid's website (https://app.primarybid.com/) and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app) . The PrimaryBid app is available on
the UK Apple App Store and Google Play Store.

Investors can also participate through PrimaryBid's extensive partner network
of investment platforms, retail brokers and wealth managers, subject to such
partners' participation. Participating partners include:

·      AJ Bell;

·      Hargreaves Lansdown; and

·      interactive investor.

Applications for Retail Shares through participating partners can be made from
tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Some
partners may only accept applications from existing shareholders.

Investors wishing to apply for Retail Shares through their investment
platform, retail broker or wealth manager using their ISA, SIPP or GIA should
contact them for details of their terms and conditions, process and any
relevant fees or charges.

It is a term of the Retail Offer that the total value of Retail Shares
available for subscription at the Placing Price does not exceed €8 million
equivalent. Accordingly, the Company is not required to publish (and has not
published) a prospectus in connection with the Retail Offer as it falls within
the exemption set out in section 86(1)(e) and 86(4) of the Financial Services
and Markets Act 2000. The Retail Offer is not being made into any jurisdiction
where it would be unlawful to do so. In particular, the Retail Offer is being
made only to persons who are, and at the time the Retail Shares are subscribed
for, will be outside the United States and subscribing for the Retail Shares
in an "offshore transaction" as defined in, and in accordance with, Regulation
S under the U.S. Securities Act of 1933, as amended (the "Securities Act").
Persons who are resident or otherwise located in the United States will not be
eligible to register for participation in the offer through PrimaryBid or
subscribe for Retail Shares.

The Retail 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 passu in all respects with the Retail Shares to be issued
pursuant to the Placing and the Company's existing Ordinary Shares.

Applications will be made for the Retail Shares to be admitted to the premium
listing segment of the Official List of the Financial Conduct Authority, to be
admitted to trading on the main market for listed securities of the London
Stock Exchange plc and to Euronext Paris S.A. for admission to listing and
trading on Euronext in Paris, France ("Euronext Paris") (together,
"Admission").

Settlement for the Retail Shares and Admission is expected to take place on or
before 8.00 a.m. (London time) / 9.00 a.m. (Paris time) on 1 March 2024. The
Retail Offer is conditional, among other things, upon Admission of the Placing
Shares becoming effective and the placing agreement entered into between the
Company, Morgan Stanley & Co International plc and UBS AG London Branch
not being terminated in accordance with its terms. The Retail Offer will not
be completed without the Placing also being completed.

For further information on PrimaryBid, the Retail Offer or for a copy of the
terms and conditions (including the procedure for application and payment for
new Ordinary Shares) that apply to registered users of PrimaryBid in addition
to the terms and conditions set out in this Announcement,
visit www.PrimaryBid.com (http://www.primarybid.com/) or email PrimaryBid at
enquiries@primarybid.com (http://enquiries@primarybid.com) .

Brokers wishing to offer their customers access to the Retail Offer and future
PrimaryBid transactions should contact partners@primarybid.com
(http://partners@primarybid.com) .

It should be noted that a subscription for the Retail Shares and any
investment in the Company carry a number of risks. Investors should make their
own investigations into the merits of an investment in the Company. In
particular, investors should consider the risk factors set out on
www.PrimaryBid.com before making a decision to subscribe for Retail Shares.
Nothing in this Announcement amounts to a recommendation to invest in the
Company or amounts to investment, taxation or legal advice. Investors should
take independent advice from a person experienced in advising on investment in
securities such as the Company's ordinary shares if they are in any doubt.

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

The person responsible for arranging release of this Announcement on behalf of
SEGRO is Stephanie Murton.

For further information on the Announcement, please contact:

SEGRO plc:
 
+44 (0) 20 7451 9048
David Sleath, Chief Executive

Soumen Das, Chief Financial Officer

Harry Stokes, Commercial Finance Director

Claire Mogford, Head of Investor Relations
 

PrimaryBid Limited:
 
enquiries@primarybid.com
James Deal

Fahim Chowdhury

Media Enquiries:
Gary Gaskarth, External Communications Manager
                                +44 (0) 20 7451
9069

Richard Sunderland, FTI Consulting
 
+44 (0) 20 3727 1000

Eve Kirmatzis, FTI
Consulting
                        +44 (0) 20 3727 1000
 

Important Notices

This Announcement has been issued by and is the sole responsibility of the
Company.

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 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. Further, this Announcement is for information
purposes only and is not an offer of securities in any jurisdiction. This
Announcement has not been approved by the London Stock Exchange nor Euronext
Paris, and nor is it intended that it will be so approved.

Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. This Announcement is for information purposes only and shall
not constitute an offer to sell or issue or the solicitation of an offer to
buy, subscribe for or otherwise acquire securities in any jurisdiction in
which any such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an independent
financial adviser.

The distribution of this Announcement and the offering, placing and/or issue
of the Retail Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, PrimaryBid or any of their respective
Affiliates, or any person acting on its or their behalf that would permit an
offer of the Retail Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Retail Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to inform
themselves about, and to 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 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) to be published.

This Announcement is for information purposes only and no part of this
Announcement constitutes or forms part of any offer or invitation to
underwrite, buy, subscribe, issue or sell, or the solicitation of an offer to
acquire, purchase, sell, dispose or subscribe for, any securities in the
United States, Canada, Australia, Republic of South Africa, Japan or any other
jurisdiction in which the same would be unlawful or require registration. No
public offering of the securities referred to herein is being made in any such
jurisdiction.

The Retail Shares and the Placing Shares have not been, and will not be,
registered under the Securities Act, or under the securities laws of any state
or other jurisdiction of the United States, and may not be offered, sold,
pledged, taken up, exercised, resold, renounced, transferred, or delivered,
directly or indirectly, in or into the United States except, in the case of
the Placing Shares, 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 any other
jurisdiction of the United States.  There will be no public offering of the
Retail Shares, the Placing Shares or any other securities in the United
States.

The Retail Offer and the Placing 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 Retail Offer or the Placing, or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal offence 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 Retail
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, Republic of South Africa or Japan. Accordingly, the Retail
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, 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 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 its
directors 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.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Retail Offer. 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.

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. No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

The Retail Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the London Stock
Exchange and Euronext Paris.

The most recent Annual Report of SEGRO (which includes a section entitled
"Managing Risks" that describes the risk factors that may affect SEGRO's
business and financial performance) and other information about SEGRO are
available on the SEGRO website at www.SEGRO.com. Neither the content of the
Company's website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

If you are in any doubt about the contents of this Announcement you should
consult your stockbroker, bank manager, solicitor, accountant or other
financial adviser.

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOEBRGDDGBDDGSR