113619 Springboard Intro.Qxp
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THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. LR 13.3.1(4) If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you sell or have sold or otherwise transferred all of your Existing Shares (other than ex-rights) held in certificated form before 4 March 2009 (the Ex-Rights LR 13.3.1(6) Date), please send this document, together with any Provisional Allotment Letter, if and when received, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee, except that such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including but not limited to the United States, the other Restricted Territories or the Excluded Territory. If you sell or have sold or otherwise transferred only part of your holding of Existing Shares (other than ex-rights) held in certificated form before the Ex-Rights Date, please consult the stockbroker, bank or other agent through whom the sale or transfer was effected and refer to the instructions regarding split applications set out in Part III of this document and in the Provisional Allotment Letter. If you sell or have sold or otherwise transferred all or some of your Existing Shares (other than ex-rights) held in uncertificated form before the Ex- Rights Dates, a claim transaction will automatically be generated by Euroclear UK which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. The distribution of this document, the Provisional Allotment Letter and the transfer of Nil Paid Rights, Fully Paid Rights and New Shares into jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this document, the Provisional Allotment Letter and any other related documents should not be distributed, forwarded to or transmitted in or into the United States, the other Restricted Territories or the Excluded Territory. This document, which comprises a prospectus relating to the Rights Issue prepared in accordance with the Prospectus Rules of the Financial Services Authority (the FSA) made under Section 73A of the Financial Services and Markets Act 2000 (the FSMA), has been approved by the FSA in accordance with Section 87A of the FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. Pursuant to Section 87I of the FSMA, the Company has requested that the FSA provide a certificate of approval and a copy of this document to the relevant competent authority in the Republic of Ireland. The Existing Shares are listed and admitted to trading on the London Stock Exchange’s main market for listed securities. Application will be made to the AIII, 4.7 Financial Services Authority and to the London Stock Exchange for the New Shares to be admitted to the Official List of the FSA and to trading on the main AIII, 6.1 market for listed securities of the London Stock Exchange, respectively. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the New Shares (nil paid) will commence at 8.00 a.m. (London time) on 4 March 2009. AIII, 6.2 The British Land Company PLC (incorporated in England and Wales under the Companies Act 1948 with registered number 621920) AI, 5.1.1 AI, 5.1.2 Proposed 2 for 3 Rights Issue of up to 340,873,589 New Shares at 225 pence per New Share AIII, 4.1 AIII, 4.2 Morgan Stanley & Co. Morgan Stanley UBS Investment Bank AIII, 4.4 International plc Securities Limited Joint Sponsor, Joint Bookrunner AIII, 5.3.1 Joint Sponsor and Joint Bookrunner Underwriter and Underwriter Your attention is drawn to the letter from your Chairman which is set out on pages 35 to 43 of this document. You should read the whole of this AIII, 5.1.3 document and any parts of documents incorporated herein by reference. Shareholders and any other persons contemplating a purchase of Nil Paid Rights, Fully Paid Rights or New Shares should review the risk factors set out on pages 11 to 20 of this document for a discussion of certain factors that should be considered when deciding on what action to take in relation to the Rights Issue and deciding whether or not to purchase Nil Paid Rights, Fully Paid Rights or New Shares. The Nil Paid Rights, the Fully Paid Rights and the New Shares have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States. The Nil Paid Rights, the Fully Paid Rights and the New Shares will not be registered under the securities laws of the Excluded Territory or any Restricted Territory and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in the Excluded Territory or any of the Restricted Territories. Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited and UBS Investment Bank are acting 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 a client 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 or for providing advice in relation to the Rights Issue or any matters referred to in this document. Apart from any responsibilities and liabilities, if any, which may be imposed on Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited and/or UBS Investment Bank by the FSMA, each of Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited and UBS Investment Bank accept no responsibility whatsoever and make no representation or warranty express or implied, for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the New Shares or the Rights Issue. Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited and UBS Investment Bank accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement. Subject to the passing of the Resolutions, it is expected that Qualifying Non-CREST Shareholders other than those with registered addresses in the Excluded Territory or, subject to certain exceptions, the United States or the other Restricted Territories will be sent a Provisional Allotment Letter on 3 March 2009. It is expected that Qualifying CREST Shareholders other than those with registered addresses in the Excluded Territory or, subject to certain exceptions, the United States or the other Restricted Territories will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on 4 March 2009. The Nil Paid Rights so credited are expected to be enabled for settlement by Euroclear UK as soon as practicable after Admission. The Joint Bookrunners and MSSL may, in accordance with applicable legal and regulatory provisions and subject to the Underwriting Agreement, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation, the Joint Bookrunners and MSSL do not propose to make any public disclosure in relation to such transactions. The latest time and date for acceptance and payment in full for the New Shares by holders of the Nil Paid Rights is expected to be 11.00 a.m. on 18 March 2009. The procedures for delivery of the Nil Paid Rights, acceptance and payment are set out in Part III of this document and, for Qualifying Non-CREST Shareholders other than those with registered addresses in the Excluded Territory or, subject to certain exceptions, the United States or the other Restricted Territories, also in the Provisional Allotment Letter. Qualifying CREST Shareholders other than those with registered addresses in the Excluded Territory or, subject to certain exceptions, the United States or the other Restricted Territories should refer to paragraph 2.2 of Part III of this document.