24/09/2009 07:34 | Songbird Estates PLC
RNS Number : 5869Z
Songbird Estates PLC
24 September 2009
 



NOT FOR RELEASE, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED 
STATESCANADAAUSTRALIASOUTH AFRICANEW ZEALAND OR JAPAN

24 September 2009

Songbird Estates plc ("Songbird" or the "Company")

PROPOSED PLACING AND COMPENSATORY OPEN OFFER, ISSUE OF PREFERENCE SHARES AND NEW CREDIT FACILITY (THE "FUNDRAISING") 
TO RAISE £1.03 BILLION

The Board of Songbird today announces full details of its intention to raise gross proceeds of £1.03 billion through:


Both the Placing and the Compensatory Open Offer comprising, in aggregate, 62,000,055,010 New Ordinary Shares are underwritten.


As previously announced, the Company intends to use the proceeds of the Fundraising to purchase its £880 million Citi senior loan facilities (the "Citi Facilities") at a 5 per cent. discount to the outstanding principal and accrued interest and to purchase an 8.45 per cent. stake in Canary Wharf Group ("CWG") from Commerzbank AG for £112.5 million (excluding expenses). 


The Board believes that the Fundraising, the Citi Loan Repurchase and CWG Share Purchase will:



The Board also believes that, for Shareholders, the Compensatory Open Offer presents an attractive basis for acquiring an indirect interest in the CWG's property portfolio.


Further, the Company is also proposing to reorganise and simplify its share capital structure which will result in a single class of Ordinary Shares, traded on AIM, in addition to unlisted Preference Shares which will be held by Qatar Holding LLC ("Qatar Holding") and Fullbloom Investment Corporation ("FIC"), a wholly owned subsidiary of China Investment Corporation ("CIC"). The existing Class A and SG Shares will be converted into Ordinary Shares and the B Shares will be renamed Ordinary Shares.


The Proposals are conditional, amongst other things, on shareholder approval. The Company has received irrevocable undertakings to vote in favour of the Proposals from the Majority Shareholders representing 95.63 per cent. of the total voting rights of the Company.


Polygon Global Opportunities Master Fund ("Polygon"), which has economic exposure to over 27 million Class B Shares in Songbird, representing approximately 4.3 per cent. of the issued share capital of the Company and 14 per cent. of the Class B Shares, has indicated to the Company its full support for the Compensatory Open Offer and has given the Company certain undertakings to that effect.


Further details will follow

David Pritchard, Chairman of Songbird, said: 

"The Proposals provide a stable financial footing for Songbird and are a good outcome for our shareholders. We have a strong and supportive group of investors and a company which will be financially transformed by this transaction. 

"Songbird's shareholding in Canary Wharf provides investors with an attractive opportunity to benefit from the long term growth prospects of a leading integrated property developer with a prime real estate portfolio. Despite the continuing tough economic environment, Canary Wharf is well positioned with low vacancy rates, long average unexpired lease terms and is underpinned by a strong rental income. We are seeing some signs of optimism returning to financial markets and recent improvement in stabilisation of yields in the property sector. We can now look forward to the future with a greater degree of confidence."

This summary should be read in conjunction with, and is subject to, the full text of this announcement, the appendix hereto as well as the Prospectus which is to be published by the Company. Part VI contains definitions of certain terms used in this summary and in this announcement.


Enquiries:

Songbird Estates plc

John Garwood

Company Secretary

Tel.: +44 (0)20 7477 1000


J.P. Morgan Cazenove

Naguib Kheraj / Bronson Albery / Chris Nicholls

Tel: +44 (0)20 7588 2828


Morgan Stanley

Nick White / Suniti Chauhan / Edward Knight

Tel: +44 (0)20 7425 8000


Rothschild

Duncan Wilmer/ Dominic Epton

Tel: +44 (0)20 7280 5000


Alpha Real Estate Advisors LLP

John Carrafiell

Tel: +44 (0)20 7425 5654


Tulchan Communications

James Bradley / Peter Hewer / Lucy Legh

Tel: +44 (0)20 7353 4200


This announcement is for information purposes only and does not constitute or form

part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell,

otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose

of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of

the Company in any jurisdiction.


The defined terms set out in Part VI apply to this announcement. Unless otherwise stated, references to time contained in this announcement are to UK time.


This announcement is an advertisement and does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of any offer of securities. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities in the Company must be made only on the basis of the information contained in and incorporated by reference into the Prospectus. A copy of the Prospectus relating to the Placing and Compensatory Open Offer will be available from the registered office of the Company during business hours and on the Company's website, except that the Prospectus will not be available (whether through the website or otherwise) to Restricted Shareholders, subject to certain exceptions.


This announcement, and the Prospectus and any materials distributed in connection with this announcement or the Prospectus are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction.


This announcement does not constitute an offer to purchase, or the solicitation of an offer to purchase, any securities of the Company in the United States or in any other jurisdiction in which such an offer of solicitation is unlawful. The offer of securities referred to in this announcement has not been, and will not be, registered under the United States Securities Act of 1933, as amended. The Company's shares may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offering of the Company's shares in the United States.


The distribution of this announcement and the offering or sale of the Company's shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Related Party Shareholders, CIC, or any of their respective advisers or affiliates, or any other person that would permit an offer of the shares or possession or distribution of this announcement or any other offering or publicity material relating to the shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.


Apart from the responsibilities and liabilities, if any, which may be imposed on any of J.P. Morgan Cazenove Limited, Rothschild or Morgan Stanley (together, the "Banks") by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, none of the Banks accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness or verification or for any other statement in connection with the Company, the Company's shares or the fundraising, and nothing in this announcement is, or shall be relied upon as, a promise, warranty or representation in any such respect. Accordingly, each of the Banks disclaim, to the fullest extent permissible by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which any of them might otherwise have in respect of this announcement.


J.P. Morgan Cazenove Limited ("J.P. Morgan Cazenove") is acting for the Company only in connection with the Placing and Compensatory Open Offer, and no one else, and will not be responsible to anyone other than the Company for providing the protections offered to clients of J.P. Morgan Cazenove nor for providing advice in relation to the Placing and Compensatory Open Offer.


Morgan Stanley & Co. International PLC ("Morgan Stanley") is acting for the Company only in connection with the Placing and Compensatory Open Offer, and no one else, and will not be responsible to anyone other than the Company for providing the protections offered to clients of Morgan Stanley nor for providing advice in relation to the Placing and Compensatory Open Offer.


Rothschild is acting for the Company only in connection with the Placing and Compensatory Open Offer, and no one else, and will not be responsible to anyone other than the Company for providing the protections offered to clients of Rothschild nor for providing advice in relation to the Placing and Compensatory Open Offer.


John Carrafiell is acting as a consultant to the Company only in connection with the Placing and Compensatory Open Offer, and no one else, and will not be responsible to anyone other than the Company for providing the protections offered to clients of John Carrafiell nor for providing advice in relation to the Placing and Compensatory Open Offer.




This information is provided by RNS
The company news service from the London Stock Exchange
 
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