Scheme becomes Effective

 

TIDMBXTN TIDMSGRO 
 
RNS Number : 9280X 
Brixton PLC 
24 August 2009 
 

Scheme of Arrangement Effective and Re-Registration 
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 
SEGRO PLC AND BRIXTON LIMITED (FORMERLY BRIXTON PLC) 
Recommended acquisition 
of 
Brixton plc 
by 
SEGRO plc 
24 August 2009 
Scheme becomes Effective and re-registration 
The board of directors of SEGRO plc and Brixton Limited (formerly Brixton plc, 
("Brixton")) are pleased to announce that the Scheme to implement the 
recommended acquisition of Brixton by SEGRO plc has become Effective in 
accordance with its terms and that Brixton has been re-registered as a private 
limited company. 
Pursuant to the Scheme, a total of 47,548,742 Consideration Shares were issued 
by SEGRO today to Brixton Shareholders on the register at 5:00 p.m. on 21 August 
2009 on the basis of 0.175 Consideration Shares for every Scheme Share held at 
that time. The Consideration Shares will rank pari passu in all respects with 
the existing SEGRO Shares. 
The total number of SEGRO Shares in issue with voting rights following this 
issue is 734,333,520. 
It is anticipated that admission of the Consideration Shares to the Official 
List of the UK Listing Authority will occur and dealings in the Consideration 
Shares on the London Stock Exchange's main market will commence at 8:00 a.m. 
tomorrow (25 August 2009). It is further anticipated that dealings in Brixton 
Shares on the London Stock Exchange's main market will be cancelled and the 
Brixton Shares delisted from the Official List, with effect from 8:00 a.m. 
(London time) on 25 August 2009. The listing of Brixton Shares on the Official 
List and trading on the London Stock Exchange's main market was suspended with 
effect from 7:30 a.m. (London time) this morning. 
It is expected that Consideration Shares will be credited to CREST accounts at 
8:00 a.m. tomorrow (25 August 2009) and that certificates for Consideration 
Shares held in certificated form and cheques in respect of any cash 
consideration arising as a result of fractional entitlements to Consideration 
Shares will be despatched by 7 September 2009. 
The Transaction values the entire issued and to be issued ordinary share capital 
of Brixton at approximately GBP165.5 million and each Brixton Share at 60.92 
pence (based on the Closing Price of 348.10 pence per SEGRO Share on 21 August 
2009, the last practicable date before the Effective Date of the Scheme), 
representing: 
  *  a premium of approximately 22.4 per cent. to the Closing Price of 49.74 pence 
  per Brixton Share on 21 May 2009 (being the last Business Day prior to the 
  commencement of the Offer Period); and 
  *  a premium of approximately 109.3 per cent. to Brixton's three month average 
  share price of 29.10 pence per Brixton Share prior to 21 May 2009 (being the 
  last Business Day prior to the commencement of the Offer Period). 
 
Board Changes 
In accordance with the Scheme documentation, the board of Brixton further 
announces that Louise Patten, Nicholas Fry, Stephen Harris, Mark Moran and David 
Scotland have resigned as directors of Brixton. 
Capitalised terms in this announcement have the same meaning as in the Scheme 
Document dated 17 July 2009. 
A copy of this announcement will be available, along with further information on 
the Transaction, on Brixton's website at www.brixton.plc.uk and on SEGRO plc's 
website at www.SEGRO.com 
For further enquiries, contact: 
SEGRO plc 
Ian Coull, Chief Executive             Tel: [phone] 
David Sleath, Group Finance Director 
Siva Shankar, Director of Corporate Finance 
 
 
Brixton 
Peter Dawson, Chief Executive     Tel: [phone] 
Steven Owen, Deputy Chief Executive Tel: [phone] 
Duncan Lamb, Communications    Tel: [phone] 
 
 
J.P. Morgan Cazenove/J.P. Morgan Securities (joint financial adviser, joint 
bookrunner, joint sponsor and joint underwriter to SEGRO) 
Mark Preston     Tel: [phone] 
Robert Fowlds 
Barry Weir 
Christopher Dickinson 
 
 
UBS Investment Bank (joint financial adviser, joint bookrunner, joint sponsor, 
joint underwriter and joint corporate broker to SEGRO) 
Fergus Horrobin    Tel: [phone] 
Liam Beere 
Bill Hutchings 
Simon Lyons 
 
 
Merrill Lynch (joint bookrunner, joint sponsor, joint underwriter and joint 
corporate broker to SEGRO) 
Simon Fraser                         Tel: [phone] 
Simon Mackenzie-Smith 
Peter Brown 
 
 
Citigroup Global Markets Limited (joint financial adviser to Brixton) 
David Plowman                             Tel: [phone] 
Andrew Forrester 
Nomura International plc (joint financial adviser to Brixton) 
Charles Donald     Tel: [phone] 
George Hartley 
Nick Sanderson 
David Matheson 
 
 
Maitland (PR adviser to SEGRO) 
Colin Browne     Tel: [phone] 
Liz Morley 
 
 
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. 
The release, publication or distribution of this announcement in certain 
jurisdictions may be restricted by law. Persons who are not resident in the 
United Kingdom or who are subject to other jurisdictions should inform 
themselves of, and observe, any applicable requirements. This announcement has 
been prepared for the purposes of complying with English law and the City Code 
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 of England. 
Any person (including, without limitation, any custodian, nominee and trustee) 
who would, or otherwise intends to, or who may have a contractual or legal 
obligation to, forward this announcement and/or the Scheme Document and/or any 
other related document to any jurisdiction outside the UK should inform 
themselves of, and observe, any applicable legal or regulatory requirements of 
that jurisdiction. 
The Consideration Shares 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. 
The Consideration Shares have been 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 the Enlarged Group will be subject 
to certain transfer restrictions relating to the New SEGRO Shares received in 
connection with the Scheme. 
Neither the content of Brixton's website, SEGRO plc's website nor any website 
accessible by hyperlinks on such websites is incorporated in, or forms part of, 
this announcement. 
Citigroup Global Markets Limited, which is authorised and regulated in the 
United Kingdom by The Financial Services Authority, is acting exclusively for 
Brixton in relation to the matters described in this announcement and is not 
advising any other person and accordingly will not be responsible to any person 
other than Brixton for providing the protections afforded to the clients of 
Citigroup Global Markets Limited or for providing advice in relation to the 
matters described in this announcement. 
Nomura International plc, which is authorised and regulated in the United 
Kingdom by The Financial Services Authority, is acting exclusively for Brixton 
in relation to the matters described in this announcement and is not advising 
any other person and accordingly will not be responsible to any person other 
than Brixton for providing the protections afforded to the clients of Nomura 
International plc or for providing advice in relation to the matters described 
in this announcement. 
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting for SEGRO in relation to the 
Transaction, Placing, Open Offer and Admission of the New SEGRO Shares and is 
not advising any other person and accordingly will not be responsible to any 
person other than SEGRO for providing the protections afforded to the clients of 
J.P. Morgan Cazenove or for providing advice in relation to the matters 
described in this document. 
UBS is acting for SEGRO in relation to the Transaction Placing, Open Offer and 
Admission of the New SEGRO Shares and is not advising any other person and 
accordingly will not be responsible to any person other than SEGRO for providing 
the protections afforded to the clients of UBS or for providing advice in 
relation to the matters described in this document. 
Merrill Lynch, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting for SEGRO in relation to the 
Transaction, Placing, Open Offer and Admission of the New SEGRO Shares and is 
not advising any other person and accordingly will not be responsible to any 
person other than SEGRO for providing the protections afforded to the clients of 
Merrill Lynch or for providing advice in relation to the matters described in 
this document. 
Barclays Capital will also be providing financial advice to SEGRO in relation to 
the Transaction. Barclays Capital, which is authorised and regulated in the 
United Kingdom by the Financial Services Authority, is not advising any person 
other than SEGRO and accordingly will not be responsible to any person other 
than SEGRO for providing the protections afforded to the clients of Barclays 
Capital or for providing advice in relation to the matters described in this 
document. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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