NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN OR INTO ANY JURISDICTION WHERE SUCH ACTION WOULD BREACH ANY APPLICABLE LAW.
Bradford & Bingley plc ("Bradford & Bingley" or the "Company") announces that, as at 11:00am on 15 August 2008, being the latest date for receipt of valid subscriptions, it had received valid acceptances in respect of 230,406,761 new ordinary shares (the "New Shares"), representing approximately 27.84% of the total number of New Shares offered to shareholders pursuant to the 67 for 50 rights issue announced on 4 July 2008 (the "Rights Issue").
The Underwriters have agreed in accordance with the terms of the underwriting arrangements and subject to the following paragraph to endeavour to procure subscribers for the remaining 597,263,479 New Shares, for which valid acceptances were not received, until 4:30 p.m. on 22 August 2008 (the "Placing"). Each of the Underwriters and sub-underwriters and their respective affiliates may participate in the Placing.
Notwithstanding the above, the Underwriters will not be obliged to endeavour to procure subscribers for all or some of the New Shares in the Placing if in their opinion it is unlikely that any such subscribers can be procured at a price per New Share which is at least equal to the aggregate of the Issue Price of 55 pence per New Share and the expenses of procuring subscribers (including any applicable brokerage and commissions and amounts in respect of value added tax) in which case the Underwriters and the sub-underwriters will subscribe for the remaining New Shares (then unsubscribed) themselves.
There has been no material change in the current trading and outlook of the Company since the Company released its trading statement in respect of the first four months of 2008 on 2 June 2008. As previously announced, the Company will release its interim results of the six months ended 30 June 2008 on 29 August 2008.
Further information on the Rights Issue is available on the Company's website www.bbg.co.uk.
Contacts:
| Investor Relations
Katherine Conway
+44 (0) 1274 554928
Neil Vanham
+44 (0) 1274 806341 |
Media Relations
Matthew Newton, Finsbury
+44 (0) 20 7251 3801
Nickie Aiken, Press Office
+44 (0) 20 7067 5645 |
Words and expressions defined in the Prospectus have the same meaning in this announcement unless the context so requires otherwise.
Citigroup Global Markets Limited, Citigroup Global Markets U.K. Equity Limited (in each case and together, "Citi") and UBS Limited ("UBS Limited" or "UBS") are acting each exclusively for Bradford & Bingley and for no one else in connection with the matters described in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the matters described in this announcement and will not be responsible to any other person for providing the protections afforded to their respective clients nor for providing advice to any other person in relation to the contents of this announcement or any other matter referred to in this announcement.
Citigroup Global Markets U.K. Equity Limited and UBS Limited may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to 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, Citigroup Global Markets U.K. Equity Limited and UBS Limited do not propose to make any public disclosure in relation to such transactions.
This announcement is not a prospectus but an advertisement and investors should not subscribe for any new shares referred to in this announcement except on the basis of the information contained in the prospectus. This announcement does not constitute an offer to sell, or a solicitation of an offer to subscribe for, the new shares being issued in connection with the rights issue, in any jurisdiction in which such offer or solicitation is unlawful.
The distribution of this announcement and/or the prospectus and/or new ordinary shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes 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, this announcement is not for distribution, directly or indirectly in, or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The nil paid rights, the fully paid rights, the new ordinary shares and the provisional allotment letters have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"). The securities mentioned herein may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of such securities in the United States.
The nil paid rights, the fully paid rights, the new ordinary shares and the provisional allotment letters have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the nil paid rights, the fully paid rights, the new ordinary shares and the provisional allotment letters or the accuracy or adequacy of this announcement. Any representation to the contrary is an offence. The nil paid rights, the fully paid rights, the new ordinary shares and the provisional allotment letters have not been or will not be registered under the relevant laws of any state, province or territory of Australia, Canada, Japan or South Africa and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within Australia, Canada, Japan or South Africa except pursuant to an applicable exemption.
No representation or warranty, express or implied, is given by or on behalf of the Company, Citigroup Global Markets Limited, Citigroup Global Markets U.K. Equity Limited or UBS Limited or any of their respective directors, officers, employees, advisers or any of their respective affiliates, or any other person, as to the accuracy, fairness or sufficiency or completeness of the information or opinions or beliefs contained in this announcement (or any part hereof).