Songbird Estates PLC Redemption of Preference Shares (2494J)

TIDMSBD

RNS Number : 2494J

Songbird Estates PLC

02 April 2015

Songbird Estates plc

Ordinary Shares of 10 pence each ("Ordinary Shares")

ISIN code GB00B4MTF637

FOR IMMEDIATE RELEASE

2 April 2015

PROPOSED REDEMPTION OF THE PREFERENCE SHARES

The board of directors (the "Board") of Songbird Estates plc (the "Company") has informed the holders of the preference shares issued by the Company (the "Preference Shares"), being Qatar Holding LLC ("QH") and Land Breeze S.à r.l ("Land Breeze", a wholly owned subsidiary of the China Investment Corporation), of its decision to redeem the outstanding Preference Shares on 22 April 2015 (the "Redemption").

The Preference Shares have a total nominal value of GBP275 million and carry the right to a fixed cumulative coupon of three month LIBOR plus 7.75 per cent. per annum payable quarterly. The Company entered into an interest swap on 30 August 2012 which serves to fix the 3 month LIBOR element of the coupon to 1.01% until August 2017 and, including the margin of 7.75 per cent. per annum, fixes the coupon on the Preference Shares at 8.76 per cent. per annum. QH holds GBP150 million (c. 55 per cent.) of the Preference Shares.

The Board believes that the Redemption is in the best interests of the Company and its shareholders. On the day the Redemption is effective, QH and Land Breeze will become entitled to payment from the Company of a fee of, in aggregate, 2.0 per cent. of the total nominal value of the Preference Shares (i.e. GBP5.5 million), payable in proportion to QH's and Land Breeze's respective holdings of Preference Shares.

Related Party Transaction

As well as holding the Preference Shares, QH holds an indirect interest in more than 10 per cent. of the voting rights attached to the Ordinary Shares in the Company. As such, the Redemption constitutes a related party transaction under Rule 13 of the AIM Rules for Companies ("AIM Rule 13").

The total consideration to QH is expected to be approximately GBP160 million, which includes its shares of the nominal value, accrued dividends and redemption premium.

The Company does not currently have any directors on the Board which are considered independent for the purposes of considering the Redemption under AIM Rule 13. The Board has sought advice in relation to the Redemption for the purposes of AIM Rule 13 from J.P. Morgan Cazenove (as defined below), the Company's nominated adviser. J.P. Morgan Cazenove has provided advice to the Board that, for the purposes of AIM Rule 13, it considers the terms of the Redemption to be fair and reasonable insofar as the shareholders of the Company are concerned.

Should you have any queries concerning the information contained in this notice please contact:

John Garwood

Group Company Secretary

Songbird Estates plc

Tel: + 44 (0) 20 7477 1000

J.P. Morgan Cazenove (Nominated Adviser and Corporate Broker to Songbird)

Tel: +44 (0)20 7742 4000

Bronson Albery

Paul Hewlett

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove is acting as nominated adviser exclusively for Songbird Estates plc and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Songbird Estates plc for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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