Result of Open Offer
23 Juin 2009 - 8:00AM
UK Regulatory
TIDMDEB
RNS Number : 3160U
Debenhams plc
23 June 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
ALL DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN
THE ANNOUNCEMENT MADE BY THE COMPANY AT 7:00AM ON 4 JUNE 2009, UNLESS OTHERWISE
DEFINED HEREIN.
23 June 2009
Debenhams plc
Results of the Firm Placing and Placing and Open Offer
On 4 June 2009, the Board of Debenhams plc ("Debenhams") announced the pricing
details of the Firm Placing and Placing and Open Offer of New Ordinary Shares to
raise gross proceeds of GBP323 million. Placees agreed to subscribe for
161,592,513 Firm Placed Shares and 242,388,770 Open Offer Placed Shares, both at
an Issue Price of 80 pence per New Ordinary Share. The Open Offer Placed Shares
were subject to clawback in respect of valid applications by Qualifying
Shareholders at the Issue Price under the Open Offer. The Firm Placed Shares
were not subject to clawback and were not part of the Open Offer.
The Open Offer closed for acceptance at 11.00 a.m. on 22 June 2009. Debenhams is
pleased to announce that it has received valid acceptances in respect of
73,388,851 Open Offer Shares from Qualifying Shareholders. This represents
approximately 30.3 per cent. of the Open Offer Shares offered. The remaining
168,999,919 Open Offer Shares, representing 69.7 per cent. of the Open Offer
Shares, have been allocated to the Placees with whom they had been conditionally
placed.
The Firm Placing and Placing and Open Offer are conditional upon, amongst other
things, the approval of Shareholders at the Extraordinary General Meeting, to be
held at 11:00 a.m. today, and upon Admission. 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. Thereafter, Debenhams will have a total
of 1,286,806,299 Ordinary Shares issued and outstanding. The New Ordinary Shares
will, when issued and fully paid, rank pari passu in all respects with the
Existing Ordinary Shares.
The New Ordinary Shares (in uncertificated form) are expected to be credited to
CREST accounts on or around 8.00 a.m. on 26 June 2009 and definitive share
certificates for the New Ordinary Shares are expected to be despatched to
certificated shareholders by 29 June 2009.
For further information, please contact:
+-----------------------------------------------------------------+----------------------------------------+
| Debenhams plc | Tel: + 44 (0) 207 408 4444 |
+-----------------------------------------------------------------+----------------------------------------+
| Rob Templeman, Chief Executive Officer | |
+-----------------------------------------------------------------+----------------------------------------+
| Chris Woodhouse, Finance Director | |
+-----------------------------------------------------------------+----------------------------------------+
| Lisa Williams, Head of Investor Relations (Tel: 07908 483841) | |
| | |
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| Citi | |
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| (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) 20 7628 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 | |
+-----------------------------------------------------------------+----------------------------------------+
This announcement should be read in conjunction with the full text of the
Prospectus published by Debenhams on 5 June 2009. A copy of the Prospectus is
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 is also 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.
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.
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 information is provided by RNS
The company news service from the London Stock Exchange
END
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