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Friday 17 July, 2009

Brixton PLC

Publication of Shareholder Do

RNS Number : 8721V
Brixton PLC
17 July 2009
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION


Brixton plc

17 July 2009

PUBLICATION OF SHAREHOLDER DOCUMENTS

On 9 July 2009, the boards of SEGRO plc ('SEGRO') and Brixton plc ('Brixton') announced their agreement on the terms of a proposal which has been recommended by the board of Brixton whereby SEGRO will acquire the entire issued and to be issued ordinary share capital of Brixton in exchange for New SEGRO Shares (the 'Transaction') to be implemented by way of a Court sanctioned scheme of arrangement of Brixton under Part 26 of the Companies Act 2006 (the 'Scheme').

Further to that announcement, Brixton announces that the documentation relating to the Transaction will be posted today or on 18 July 2009 in the event that posting is delayed due to the possible postal strike. Brixton Shareholders will receive, amongst other documents, the Scheme Document published by Brixton in connection with the Scheme.

As set out in the documentation, the SEGRO General Meeting will be held to allow the SEGRO Shareholders to vote on the resolutions required to approve and implement the Transaction, and the Brixton General Meeting will be held to allow the Brixton Shareholders to vote on the proposed resolutions required to implement the Scheme. The key dates for these meetings are as follows:

SEGRO General Meeting

2:30 p.m. 28 July 2009

Latest time for lodging blue Forms of Proxy for the Scheme Meeting

10:00 a.m. 8 August 2009

Latest time for lodging white Forms of Proxy for the Brixton General Meeting

10:15 a.m. 8 August 2009

Scheme Voting Record Time for the Scheme Meeting and Brixton General Meeting

6:00 p.m. 8 August 2009

Scheme Meeting

10:00 a.m. 10 August 2009

Brixton General Meeting

10:15 a.m. 10 August 2009

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Brixton Shares

21 August 2009

Scheme Record Time

5:00 p.m. 21 August 2009

Court Hearing to sanction the Scheme and to confirm the Capital Reduction

24 August 2009

Effective Date of the Scheme

25 August 2009

De-listing of Brixton Shares

25 August 2009

Issue of Consideration Shares

25 August 2009

Admission to trading and commencement of dealings in Consideration Shares on the London Stock Exchange

8:00 a.m. 25 August 2009

Admission to trading and commencement of dealings in Consideration Shares on Euronext Paris

9:00 a.m. (CET) 25 August 2009

Crediting of Consideration Shares to CREST accounts

25 August 2009

Latest date for despatch of share certificates in respect of Consideration Shares

8 September 2009


Copies of the Scheme Document have been submitted to the UK Listing Authority and will shortly be available for inspection by the public during normal business hours any weekday (public holidays excepted) at the UK Listing Authority's Document Viewing Facility, which is situated at:

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London

E14 5HS

Tel: +44 (0)20 7676 1000

Copies of the Scheme Document will shortly be available for inspection by Brixton Shareholders at the office of Brixton plc, 50 Berkeley Street, London, W1J 8BX during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted). Copies of the Scheme Document are available for inspection at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).

Completion of the Transaction remains subject to the satisfaction or, if permitted, waiver of the conditions to the Transaction set out in the Scheme Document, including, amongst other things, the approval of the Transaction by the requisite majorities of SEGRO Shareholders and Brixton Shareholders at the relevant meetings and the sanction of the Scheme by the Court.

Terms defined in the Scheme Document have the same meaning in this announcement.


Enquiries:

Brixton plc
Peter Dawson, Chief Executive                                           Tel: +44 (0)20 7399 4523
Steven Owen, Deputy Chief Executive
                                 Tel: +44 (0)20 7399 4532
Duncan Lamb, Communications
                                           Tel: +44 (0)20 7399 4535

Citi (joint financial adviser and joint corporate broke to Brixton)
David Plowman
                                                                  Tel: +44 (0)20 7986 4000
Andrew Forrester

Nomura (joint financial adviser and joint corporate broker to Brixton)
Charles Donald
                                                                   Tel: +44 (0)20 7102 1000
George Hartley

Nick Sanderson

David Matheson

Brunswick (PR adviser to Brixton)
Simon Sporborg
                                                                   Tel: +44 (0)20 7404 5959
Kate Miller

 

Citigroup Global Markets Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Brixton and no one else in connection with the Transaction and will not be responsible to anyone other than Brixton for providing the protections afforded to the clients of Citigroup Global Markets Limited or for providing advice in relation to the Transaction or to the matters referred to in this document.

Nomura International plc, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Brixton and no one else in connection with the Transaction and will not be responsible to anyone other than Brixton for providing advice in relation to the Transaction or to the matters referred to in this document.

This announcement does not constitute an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction, in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document and the Consideration Shares are not being offered to the public by means of this document. Brixton Shareholders are advised to read carefully the formal documentation in relation to the Transaction once it has been dispatched. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This announcement shall not constitute a solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise. The Transaction will be made solely through the Scheme Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any acceptance or other response to the Transaction should be made only on the basis of the information in the Scheme Document.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. The availability of the Consideration Shares under the terms of the Scheme (or, if the acquisition is implemented by way of an Offer, of that Offer), if made, to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located.

Persons who are not resident in the United Kingdom or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Transaction relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Transaction is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies.

To the extent that the Transaction is effected by way of the Scheme, the Consideration Shares to be issued to Brixton Shareholders under the Scheme have not been, and will not be, registered under the US Securities Act, or under the securities laws of any state, district or other jurisdiction of the United States, the Republic of South Africa, Singapore, Canada or Japan.

It is expected that the Consideration Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, Brixton Shareholders who are or will be deemed to be 'affiliates' of Brixton or SEGRO prior to, or of the Enlarged Group after, the Effective Date will be subject to certain transfer restrictions relating to the Consideration Shares received in connection with the Scheme.

If the Transaction is implemented by way of an Offer, it will be made in accordance with the requirements of US securities laws, to the extent applicable, and it will not be made, directly or indirectly, in or into the Republic of South Africa, Singapore, Canada or Japan and will not be capable of acceptance from or within the Republic of South Africa, Singapore, Canada or Japan.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of SEGRO or Brixton, all 'dealings' in any 'relevant securities' of SEGRO or Brixton (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes Effective (or if implemented by way of an Offer, the Offer becomes, or is declared, unconditional as to acceptances) or otherwise lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of SEGRO or Brixton, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of SEGRO or Brixton by SEGRO or Brixton, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.



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