TIDMDEB
RNS Number : 4034T
Debenhams plc
04 June 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT
EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY
DEBENHAMS PLC IN CONNECTION WITH THE PROPOSED OFFERING. COPIES OF THE PROSPECTUS
WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE
AND ON ITS WEBSITE AT WWW.DEBENHAMSPLC.COM
ALL DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN
THE ANNOUNCEMENT MADE BY THE COMPANY AT 7:00AM TODAY, UNLESS OTHERWISE DEFINED
HEREIN.
04 June 2009
Debenhams plc
Firm Placing and Placing and Open Offer of 404.0 million new ordinary shares to
raise gross proceeds of approximately GBP323 million
The Board of Debenhams plc ("Debenhams" or the "Company") today announces the
pricing of the Firm Placing and Placing and Open Offer (the "Capital Raising")
of New Ordinary Shares announced earlier today. A total of 404.0 million New
Ordinary Shares have been placed at the Issue Price of 80 pence per New Ordinary
Share, raising gross proceeds of GBP323 million (approximately GBP306 million
net proceeds).
The Issue Price represents a 13.3 per cent. discount to the closing price as at
3 June 2009. The proceeds of the Capital Raising will reduce net indebtedness,
increase the Company's available cash, improve financial ratios and increase
financial flexibility.
The Placees have agreed to acquire 161.6 million Firm Placed Shares and to
acquire 242.4 million Open Offer Shares, both at the Issue Price of 80 pence.
The Open Offer Shares are subject to clawback in respect of valid applications
by Qualifying Shareholders at the Issue Price under the Open Offer. The Firm
Placed Shares are not subject to clawback and are not part of the Open Offer.
In addition, the Company has been informed that the CVC Shareholder Group has
sold 51.0 million shares at the Issue Price, which will reduce its holding
to 33.5 million shares. CVC and TPG have entered into customary lock-up
arrangements for the duration of the Open Offer.
The New Ordinary Shares to be issued will represent 45.8 per cent. of the
Company's existing issued share capital and 31.4 per cent. of the Company's
enlarged issued share capital following the Capital Raising.
Citi and Merrill Lynch International are acting as joint sponsors and joint
bookrunners, Lazard is acting as financial adviser and joint sponsor to the
Company.
Admission is expected to occur and dealings in the New Ordinary Shares are
expected to commence on the London Stock Exchange at 8.00 a.m. on 26 June 2009.
The New Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
future dividends or other distributions declared, made or paid after the date of
their issue.
The Capital Raising is conditional upon, among other things, the approval of
Shareholders at the General Meeting and upon the Placing Agreement becoming
unconditional in all respects. The General Meeting will be held at 11.00 a.m. on
23 June 2009.
The Capital Raising will be on the terms and subject to the conditions to be set
out in the Prospectus and Existing Shareholders will be able to acquire Open
Offer Shares up until 11.00 a.m. on 22 June 2009. The Circular is expected to
be posted to shareholders shortly and the Prospectus will shortly be available
on the Company's website, www.debenhamsplc.com
Further Information on the Open Offer
The Placees in the conditional Placing have agreed to acquire the Open Offer
Shares at the Issue Price subject to Admission and subject to clawback in
respect of valid applications by Qualifying Shareholders at the Issue Price
under the Open Offer.
Under the Open Offer, Qualifying Shareholders will be given the opportunity to
apply for the Open Offer Shares at the Issue Price of 80 pence per New Ordinary
Share on the following basis:
2.745604 Open Offer Shares for every 10 Existing Shares
registered in their name on the Record Date and otherwise on the terms and
conditions set out in the Prospectus. Fractional entitlements to New Ordinary
Shares will not be allotted to Qualifying Shareholders and entitlements will
instead be rounded down to the nearest whole number of New Ordinary Shares.
For further information, please contact:
Debenhams plcTel: + 44 (0) 207 408 4444
Rob Templeman, Chief Executive Officer
Chris Woodhouse, Finance
Director
Lisa Williams, Head of Investor Relations
Citi
(Joint Global Co-ordinator, Joint Sponsor
and Joint Bookrunner)
Tel: + 44
(0) 207 986 4000
Michael Lavelle
Andrew Seaton
Jan Skarbek
Merrill Lynch
(Joint Global Co-ordinator, Joint Sponsor
and Joint
Bookrunner) Tel: + 44 (0) 207 628 1000
Rupert Hume-Kendall
Simon Fraser
Simon Mackenzie-Smith
Lazard & Co., Limited
(Financial Adviser and Joint Sponsor) Tel: + 44
(0) 207 187 2000
William Rucker
Paul Gismondi
Michael Grayer
A copy of the Prospectus, if and when published, will be available from the
registered office of Debenhams plc at 1 Welbeck Street, London W1G 0AA and on
the Debenhams website at www.debenhamsplc.com. The Prospectus (if published)
will also be available for inspection during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) at the offices of
Freshfields Bruckhaus Deringer LLP at 65 Fleet Street, London EC4Y 1HS up to and
including the date of Admission.
This Announcement is not a prospectus but an advertisement and Qualifying
Shareholders should not acquire any Firm Placed Shares or Open Offer Shares
referred to in this Announcement except on the basis of the information
contained in the Prospectus and the Circular.
Neither the content of Debenhams' website nor any website accessible by
hyperlinks to Debenhams' website is incorporated in, or forms part of, this
Announcement. The distribution of this Announcement, the Prospectus and any
other documentation associated with the Firm Placing and Open Offer and/or the
transfer of the Firm Placed Shares and the Open Offer Shares into jurisdictions
other than the United Kingdom may be restricted by law. Persons into whose
possession these documents come should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction. In particular, such
documents should not be distributed, forwarded to or transmitted, directly or
indirectly, in whole or in part, in or into the Restricted Jurisdictions or the
or the United States. No action has been taken by Debenhams that would permit an
offer of the Firm Placed Shares or the Open Offer Shares or possession or
distribution of this Announcement, the Prospectus or any other Capital Raising
or publicity material or the Application Forms in any jurisdiction where action
for that purpose is required, other than in the United Kingdom.
The Firm Placed Shares,and the Open Offer Shares (collectively, the "New
Ordinary Shares") have not been, and will not be, registered under the
Securities Act or under any relevant securities laws of any state or other
jurisdiction of the United States and, accordingly, and may not be offered,
sold, taken up, exercised, resold, or delivered, directly or indirectly, in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and in compliance with the state
securities. The New Ordinary Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities commission in the
United States or any other regulatory authority in the United States, nor have
any of the foregoing authorities passed upon or endorsed the merits of the
Capital Raising or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States. This
Announcement may not be released, published or distributed, directly or
indirectly, in whole or in part, in or into the United States.
The New Ordinary Shares also have not been and will not be registered under the
securities laws of Restricted Jurisdictions or any state, province or territory
thereof and may not be offered, sold, taken up, exercised, resold, 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 any of the Restricted Jurisdictions.
This Announcement is for information purposes only and does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in any jurisdiction and
should not be relied upon in connection with any decision to subscribe for or
acquire any of the New Ordinary Shares.
In particular, this Announcement does not constitute or form part of any offer
to issue or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States or the Restricted
Jurisdictions.
The Banks, which are authorised and regulated in the UK by the Financial
Services Authority, are acting for Debenhams and no one else in connection with
the Capital Raising and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Capital Raising
and will not be responsible to anyone other than Debenhams for providing the
protections afforded to their respective clients or for providing advice in
relation to the Capital Raising or any matters referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on
the Banks by the Financial Services and Markets Act 2000, none of the Banks
accepts any responsibility whatsoever for the contents of this Announcement, and
makes no representation or warranty, express or implied, for the contents of
this Announcement, 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 Debenhams or the New Ordinary Shares or the Capital Raising, and
nothing in this Announcement is or shall be relied upon as, a promise or
representation in this respect whether as to the past or future. Each of the
Banks accordingly disclaims to the fullest extent permitted by law all and any
liability whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this Announcement or any such
statement.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of Debenhams for the current or future financial years would necessarily
match or exceed the historical published earnings per share of Debenhams.
This Announcement includes statements that are, or may be deemed to be, "forward
looking statements". These forward looking statements can be identified by the
use of forward looking terminology, including the terms "believes", "projects",
"estimates", "anticipates", "expects", "intends", "plans", "goal", "target",
"aim", "may", "will", "would", "could", "should" or "continue" or, in each case,
their negative or other variations or comparable terminology. These forward
looking statements include all matters that are not historical facts. They
appear in a number of places throughout this Announcement and include statements
regarding the intentions, beliefs or current expectations of the Directors, the
Company or the Group concerning, among other things, the results of operations,
prospects, growth, strategies and dividend policy of the Group and the industry
in which it operates.
By their nature, forward looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future and may be beyond the Company's ability to control or
predict. Forward looking statements are not guarantees of future performance.
The Company's or the Group's actual results of operations, dividend policy and
the development of the industry in which it operates may differ materially from
the impression created by the forward looking statements contained in this
Announcement. In addition, even if the results of operations and dividend policy
of the Company or the Group (as the case may be), and the development of the
industry in which it operates, are consistent with the forward looking
statements contained in this Announcement, those results or developments may not
be indicative of results or developments in subsequent periods. Important
factors that could cause these differences include, but are not limited to: the
effect of the Capital Raising on the Group; the Group's ability to generate
growth or profitable growth; the Group's ability to generate sufficient cash
over the longer term to service its debt; the Group's ability to control its
capital expenditure and other costs; changes in the competitive framework in
which the Group operates and its ability to retain market share; industry
trends; general local and global economic, political, business and market
conditions; significant changes in exchange rates, interest rates and tax rates;
significant technological and market changes; future business combinations or
dispositions; changes in government and other regulation, including in relation
to the environment, health and safety and taxation; labour relations and work
stoppages; changes in business strategy or development plans.
The forward looking statements contained in this document speak only as of the
date of this Announcement. Other than in accordance with their legal or
regulatory obligations (including under the Listing Rules and/or the Prospectus
Rules and/or the Disclosure and Transparency Rules) and as required by the FSA,
the London Stock Exchange or the City Code, neither of the Company or the Banks
undertakes any obligation to update or revise publicly any forward looking
statement, whether as a result of new information, future events or otherwise.
All subsequent written and oral forward looking statements attributable to the
Group or individuals acting on behalf of the Group are expressly qualified in
their entirety by this paragraph. Prospective investors should specifically
consider the factors identified in this document which could cause actual
results to differ before making an investment decision.
APPENDIX 1
DEFINITIONS
In this Announcement the following expressions have the following meaning unless
the context otherwise requires:
+-------------------------+--------------------------------+
| "Admission" | the |
| | admission |
| | of the |
| | New |
| | Ordinary |
| | Shares to |
| | the |
| | Official |
| | List |
| | becoming |
| | effective |
| | in |
| | accordance |
| | with the |
| | Listing |
| | Rules (LR |
| | 3.2.7G) |
| | and of |
| | such |
| | shares to |
| | trading on |
| | the market |
| | for listed |
| | securities |
| | of the |
| | London |
| | Stock |
| | Exchange |
| | becoming |
| | effective |
| | in |
| | accordance |
| | with the |
| | requirements |
| | contained in |
| | paragraph |
| | 2.1 of the |
| | publication |
| | "Admission |
| | and |
| | Disclosure |
| | Standards" |
| | dated |
| | November |
| | 2007, |
| | published by |
| | the London |
| | Stock |
| | Exchange and |
| | as amended |
| | from time to |
| | time |
| | containing |
| | among other |
| | things the |
| | admission |
| | requirements |
| | to be |
| | observed by |
| | companies |
| | seeking |
| | admission to |
| | trading on |
| | the London |
| | Stock |
| | Exchange's |
| | market for |
| | listed |
| | securities. |
+-------------------------+--------------------------------+
| "Application | the |
| Form(s)" | personalised |
| | application |
| | form on |
| | which |
| | Qualifying |
| | Non-CREST |
| | Shareholders |
| | (other than |
| | Qualifying |
| | Non-CREST |
| | Shareholders |
| | with, |
| | subject to |
| | certain |
| | exceptions, |
| | a registered |
| | address in |
| | the United |
| | States or, |
| | the |
| | Restricted |
| | Jurisdictions) |
| | who are |
| | registered on |
| | the register |
| | of members of |
| | the Company |
| | may apply for |
| | Open Offer |
| | Shares under |
| | the Open |
| | Offer. |
+-------------------------+--------------------------------+
| "Banks" | Merrill |
| | Lynch, |
| | Citi, |
| | Citi |
| | UK, |
| | Lazard, |
| | Barclays |
| | Capital, |
| | LloydsTSB |
| | Corporate |
| | Markets |
| | and RBS |
| | Hoare |
| | Govett. |
+-------------------------+--------------------------------+
| "Business | a |
| Day" | day |
| | (other |
| | than a |
| | Saturday |
| | or |
| | Sunday |
| | and |
| | public |
| | holidays) |
| | on which |
| | banks |
| | generally |
| | are open |
| | for |
| | normal |
| | banking |
| | business |
| | in the |
| | City of |
| | London. |
+-------------------------+--------------------------------+
| "Capital | the |
| Raising" | Firm |
| | Placing |
| | and the |
| | Placing |
| | and |
| | Open |
| | Offer. |
+-------------------------+--------------------------------+
| "Circular" | the |
| | circular |
| | to be |
| | issued |
| | by the |
| | Company |
| | in |
| | connection |
| | with the |
| | General |
| | Meeting on |
| | 5 June |
| | 2009. |
+-------------------------+--------------------------------+
| "Citi" | Citigroup |
| | Global |
| | Markets |
| | Limited |
| | of |
| | Citigroup |
| | Centre, |
| | 33 Canada |
| | Square, |
| | Canary Wharf, |
| | London E14 |
| | 5LB |
+-------------------------+--------------------------------+
| "Citi | Citigroup |
| UK" | Global |
| | Markets |
| | U.K. |
| | Equity |
| | Limited |
| | of |
| | Citigroup |
| | Centre, |
| | 33 Canada |
| | Square, |
| | Canary Wharf, |
| | London E14 |
| | 5LB |
+-------------------------+--------------------------------+
| "Closing | 26 |
| Date" | June |
| | 2009, |
| | being |
| | the |
| | date |
| | for |
| | settlement |
| | of |
| | subscriptions, |
| | as the case |
| | may be, under |
| | the Capital |
| | Raising, or |
| | such other |
| | date as the |
| | Company and |
| | the Placing |
| | Agents may |
| | agree. |
+-------------------------+--------------------------------+
| "Company" | Debenhams |
| | plc, a |
| | public |
| | limited |
| | company |
| | incorporated |
| | in England |
| | and Wales |
| | with |
| | registered |
| | number |
| | 05448421, |
| | having its |
| | registered |
| | office at 1 |
| | Welbeck |
| | Street, |
| | London W1G |
| | 0AA. |
+-------------------------+--------------------------------+
| "CREST" | the |
| | relevant |
| | system |
| | (as |
| | defined |
| | in the |
| | CREST |
| | Regulations) |
| | for |
| | paperless |
| | settlement |
| | of sale and |
| | purchases of |
| | securities |
| | and the |
| | holding of |
| | shares in |
| | uncertificated |
| | form in |
| | respect of |
| | which |
| | Euroclear UK & |
| | Ireland |
| | Limited is the |
| | operator (as |
| | defined in the |
| | CREST |
| | Regulations). |
+-------------------------+--------------------------------+
| "CVC" | CVC |
| | Capital |
| | Partners |
| | SICAV-FIS |
| | S.A. and |
| | its |
| | subsidiaries |
| | and |
| | affiliates. |
+-------------------------+--------------------------------+
| "Existing | the |
| Ordinary | Ordinary |
| Shares" | Shares |
| | in issue |
| | immediately |
| | prior to |
| | the Capital |
| | Raising. |
+-------------------------+--------------------------------+
| "Firm | the |
| Placed | New |
| Shares" | Ordinary |
| | Shares |
| | which |
| | the |
| | Placing |
| | Agents |
| | have |
| | made |
| | arrangements |
| | to place |
| | firm |
| | conditionally |
| | on a non- |
| | pre-emptive |
| | basis with |
| | the Placees, |
| | the number of |
| | which will be |
| | set out in |
| | the Pricing |
| | Supplement. |
+-------------------------+--------------------------------+
| "Firm | the |
| Placing" | conditional |
| | placing to |
| | the Firm |
| | Placees of |
| | the Firm |
| | Placed |
| | Shares. |
+-------------------------+--------------------------------+
| "FSA" | the |
| | Financial |
| | Services |
| | Authority |
| | of the |
| | United |
| | Kingdom. |
+-------------------------+--------------------------------+
| "FSMA" | the |
| | Financial |
| | Services |
| | and |
| | Markets |
| | Act 2000, |
| | as |
| | amended. |
+-------------------------+--------------------------------+
| "General | the |
| Meeting" | general |
| | meeting |
| | of the |
| | Company |
| | convened |
| | for 23 |
| | June 2009 |
| | (including |
| | any |
| | adjournment |
| | thereof), |
| | notice of |
| | which is |
| | set out in |
| | the |
| | Circular. |
+-------------------------+--------------------------------+
| "Issue | the |
| Price" | price |
| | determined |
| | by the |
| | Placing |
| | Agents and |
| | the |
| | Company |
| | for each |
| | Open Offer |
| | Share and |
| | for each |
| | Firm |
| | Placed |
| | Share. |
+-------------------------+--------------------------------+
| "Joint | Citi |
| Book | and |
| Runners" | Merrill |
| | Lynch |
+-------------------------+--------------------------------+
| "Joint | Citi, |
| Sponsors" | Lazard, |
| | Merrill |
| | Lynch |
+-------------------------+--------------------------------+
| "Lazard" | Lazard |
| | & Co., |
| | Limited. |
+-------------------------+--------------------------------+
| "LIBOR" | London |
| | Interbank |
| | Offered |
| | Rate. |
+-------------------------+--------------------------------+
| "Listing | the |
| Rules" | rules |
| | and |
| | regulations |
| | made by the |
| | Financial |
| | Services |
| | Authority |
| | in its |
| | capacity as |
| | the UK |
| | Listing |
| | Authority |
| | under the |
| | Financial |
| | Services |
| | Markets Act |
| | 2000, and |
| | contained |
| | in the UK |
| | Listing |
| | Authority's |
| | publication |
| | of the same |
| | name. |
+-------------------------+--------------------------------+
| "London | London |
| Stock | Stock |
| Exchange" | Exchange |
| | plc. |
+-------------------------+--------------------------------+
| "Merrill | Merrill |
| Lynch" | Lynch |
| | International |
| | of the |
| | Merrill Lynch |
| | Financial |
| | Centre, 2 |
| | King Edward |
| | Street, |
| | London EC1A |
| | 1HQ. |
+-------------------------+--------------------------------+
| "New | the |
| Ordinary | Firm |
| Shares" | Placed |
| | Shares, |
| | and/or |
| | the |
| | Open |
| | Offer |
| | Shares, |
| | as the |
| | context |
| | requires |
+-------------------------+--------------------------------+
| "Notice | the |
| of | notice |
| General | of the |
| Meeting" | General |
| | Meeting |
| | set out |
| | in the |
| | Circular. |
+-------------------------+--------------------------------+
| "Official | the |
| List" | Official |
| | List |
| | maintained |
| | by the UK |
| | Listing |
| | Authority |
| | of the FSA |
| | pursuant |
| | to Part VI |
| | of FSMA. |
+-------------------------+--------------------------------+
| "Open | the |
| Offer" | invitation |
| | by the |
| | Company to |
| | Qualifying |
| | Shareholders |
| | to apply for |
| | Open Offer |
| | Shares on |
| | the term and |
| | conditions |
| | set out in |
| | the |
| | Prospectus |
| | and in the |
| | case of |
| | Qualifying |
| | non-CREST |
| | shareholders, |
| | in the |
| | Application |
| | Form. |
+-------------------------+--------------------------------+
| "Open | the |
| Offer | entitlement |
| Entitlement" | of a |
| | Qualifying |
| | Shareholder |
| | to apply |
| | for an Open |
| | Offer Share |
| | for every |
| | specified |
| | number of |
| | Existing |
| | Ordinary |
| | Shares held |
| | by him on |
| | the Record |
| | Date. |
+-------------------------+--------------------------------+
| "Open | the |
| Offer | Open |
| Placed | Offer |
| Shares" | Shares |
| | to be |
| | offered |
| | to the |
| | Placees |
| | in the |
| | Placing |
| | and for |
| | which |
| | valid |
| | applications |
| | are not |
| | received in |
| | the Open |
| | Offer. |
+-------------------------+--------------------------------+
| "Open | the |
| Offer | New |
| Shares" | Ordinary |
| | Shares |
| | which |
| | will be |
| | offered |
| | to |
| | Qualifying |
| | Shareholders |
| | in pursuant |
| | to the Open |
| | Offer. |
+-------------------------+--------------------------------+
| "Ordinary | the |
| Shares or | ordinary |
| Shares" | shares |
| | of 0.01p |
| | each in |
| | the |
| | share |
| | capital |
| | of the |
| | Company. |
+-------------------------+--------------------------------+
| "Placee | investors |
| or | to which |
| Placees" | Firm |
| | Placed |
| | Shares |
| | are to be |
| | placed. |
+-------------------------+--------------------------------+
| "Placing" | the |
| | conditional |
| | placing of |
| | the Open |
| | Offer |
| | Shares to |
| | Placees at |
| | the Issue |
| | Price which |
| | will be |
| | subject to |
| | clawback in |
| | respect of |
| | valid |
| | applications |
| | by |
| | Qualifying |
| | Shareholders |
| | for such New |
| | Ordinary |
| | Shares. |
+-------------------------+--------------------------------+
| "Placing | Merrill |
| Agents" | Lynch |
| | and |
| | Citi |
| | UK. |
+-------------------------+--------------------------------+
| "Placing | the |
| Agreement | placing |
| " | agreement |
| | entered |
| | into |
| | between |
| | the |
| | Company |
| | and the |
| | Banks, in |
| | connection |
| | with the |
| | Capital |
| | Raising. |
+-------------------------+--------------------------------+
| "Placing | the |
| Letter" | letter |
| | which |
| | will |
| | be |
| | provided |
| | to each |
| | Placee |
| | by the |
| | Placing |
| | Agents |
| | by which |
| | Placees |
| | make |
| | required |
| | representations, |
| | warranties, |
| | indemnities, |
| | acknowledgements |
| | and |
| | undertakings, |
| | which the Placee |
| | is obliged to |
| | complete and |
| | sign as formal |
| | acceptance of |
| | its allocation |
| | in the Placings. |
+-------------------------+--------------------------------+
| "Placing | the |
| Shares" | Firm |
| | Placed |
| | Shares |
| | and |
| | the |
| | Open |
| | Offer |
| | Placed |
| | Shares. |
+-------------------------+--------------------------------+
| "Placings" | the |
| | Firm |
| | Placing |
| | and the |
| | Placing. |
+-------------------------+--------------------------------+
| "Pricing | the |
| Supplement" | pricing |
| | supplement |
| | proposed |
| | to be |
| | issued by |
| | the |
| | Company |
| | confirming |
| | the Issue |
| | Price and |
| | the number |
| | of New |
| | Ordinary |
| | Shares. |
+-------------------------+--------------------------------+
| "Prospectus" | the |
| | Prospectus |
| | proposed |
| | to be |
| | published |
| | on 5 June |
| | 2009 by |
| | the |
| | Company |
| | containing |
| | full |
| | details of |
| | the |
| | Capital |
| | Raising, |
| | which will |
| | be made |
| | available |
| | to |
| | Qualifying |
| | Shareholders |
| | eligible to |
| | participate |
| | in the Open |
| | Offer free |
| | of charge, |
| | at the |
| | Company's |
| | registered |
| | office and |
| | on the |
| | Company's |
| | website at |
| | www.debenhamsplc.com. |
+-------------------------+--------------------------------+
| "Qualifying | Shareholders |
| Shareholders" | on the |
| | register of |
| | members of |
| | the Company |
| | at 5.00 p.m. |
| | on the |
| | Record Date. |
+-------------------------+--------------------------------+
| "Record | 5.00 |
| Date" | p.m. |
| | (London |
| | time) |
| | on 2 |
| | June |
| | 2009. |
+-------------------------+--------------------------------+
| "Regulation | Regulation |
| S" | S under |
| | the |
| | Securities |
| | Act. |
+-------------------------+--------------------------------+
| "Restricted | the |
| Jurisdictions" | Commonwealth |
| | of |
| | Australia, |
| | its |
| | territories |
| | and |
| | possessions, |
| | Japan, the |
| | Republic of |
| | South |
| | Africa, and |
| | Canada, and |
| | "Restricted |
| | Jurisdiction" |
| | means any one |
| | of them. |
+-------------------------+--------------------------------+
| "Securities | the |
| Act" | United |
| | States |
| | Securities |
| | Act of |
| | 1933, as |
| | amended. |
+-------------------------+--------------------------------+
| "Shareholder" | holder |
| | of |
| | Ordinary |
| | Shares. |
+-------------------------+--------------------------------+
| "TPG" | TPG |
| | Capital |
| | LLP |
+-------------------------+--------------------------------+
| "UK | the |
| Listing | FSA |
| Authority" | acting |
| | in its |
| | capacity |
| | as the |
| | competent |
| | authority |
| | under |
| | Part VI |
| | of the |
| | Act. |
+-------------------------+--------------------------------+
| "United | the |
| Kingdom | United |
| or UK" | Kingdom |
| | of |
| | Great |
| | Britain |
| | and |
| | Northern |
| | Ireland, |
| | its |
| | territories |
| | and |
| | dependencies |
+-------------------------+--------------------------------+
| "United | the |
| States" | United |
| | States |
| | of |
| | America, |
| | its |
| | territories |
| | and |
| | possessions |
| | and any |
| | state of |
| | the United |
| | States and |
| | the |
| | District of |
| | Columbia. |
+-------------------------+--------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEFIMITMMIMBBL
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