* Segro offer values Brixton at about 107 million pounds
* Segro will issue shares to raise up to 250 million pounds
* Brixton shares fall 32 percent, Segro down 3.3 percent
(Adds analyst reaction, shares)
By Paul Sandle
LONDON, June 22 (Reuters) - Industrial property landlord Segro Plc agreed an all-share offer for indebted rival Brixton Plc, owner of industrial and logistics property near Heathrow airport, Segro said on Monday.
Segro will offer 1.75 of its own shares for each Brixton share, valuing Brixton at 39.4 pence a share or about 107 million pounds ($176.4 million), based on Segro's closing share price of 22-1/2p on Friday.
Brixton shares had surged 26 percent since last month when the company revealed it was in talks with a number of potential suitors, but the offer was pitched below its Friday close and shares in Brixton had fallen 32 percent to 42-1/2 pence by 0802 GMT.
Segro first went public with an approach to Brixton a month ago, sending the latter's shares to a three-month high. The takeover would be the first such deal in Britain's real estate investment trust (REIT) sector.
"The share-for-share structure of the offer is unsurprising, although the level at which the offer is pitched is clearly below what the market had hoped for," said Michael Burt, an analyst at brokerage Noble Group.
Shares in Segro were down 3.3 percent at 21-3/4p.
Burt said several private equity names had been mooted as bidders but the recommended deal was the most deliverable and attractive offer for the group, which had been paralysed by an inability to raise equity.
"The pricing of this morning's offer leaves little for Brixton shareholders, but with the alternative being potential equity holder wipe-out in the event of impending bank or bond covenant breaches, the opportunity to participate in any future upside through Segro paper is likely to be the best offer on the table."
Segro said its offer would be accompanied by an issue of new shares to raise additional capital of up to 250 million pounds in cash. The company raised 524 million pounds in a 12-for-one rights issue in March.
Brixton, which has been hit hard by an intense UK property correction, said it was continuing to talk to its banks about strengthening its financial position.
It said it had secured a waiver of potential breaches of its asset cover ratio covenants until July 31.
Brixton was advised by Nomura International and Citigroup Global Markets. (Editing by Matt Scuffham and David Holmes) ($1=.6067 Pound)