Capital & Regional Regulatory News (CAL)

10 August 2023

UK company number 01399411

LSE share code: CAL

JSE share code: CRP

ISIN: GB00BL6XZ716

LEI: 21380097W74N9OYF5Z25

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATION OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR") AND THE RETAINED UK LAW VERSION OF MAR PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO SHARES IN THE COMPANY EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS WHICH IS TO BE PUBLISHED.

CAPITAL & REGIONAL PLC

("Capital & Regional" or the "Company" or the "Group")

Acquisition of The Gyle Shopping Centre and Launch of Open Offer

Capital & Regional (LSE: CAL), the UK focused REIT with a portfolio of in-town community shopping centres, is pleased to announce that it has entered into an agreement to acquire The Gyle Shopping Centre ("The Gyle" or the "Property") in Edinburgh for a total acquisition consideration of £40 million, excluding acquisition costs.

The consideration for the acquisition is to be financed through existing funds held by the Company, a new debt facility of £16 million and the approximately £25 million of gross proceeds to be received pursuant to a fully underwritten Open Offer, for which further detail is included below.

The acquisition is in line with the Group's ambition of seeking selective opportunities to grow the Company and further utilise its leading management expertise in delivering its tried and tested community centre strategy.

Lawrence Hutchings, Chief Executive Officer, comments

"The strong operational results and continued valuation stabilisation we are reporting today give us considerable confidence in our own portfolio, platform and UK Community centres strategy, as well as the physical retail market where many of the structural changes are maturing.

"This confidence is also reflected in our announcement this morning of the acquisition of The Gyle Shopping Centre in Edinburgh, which marks the first step towards rescaling our business and fully leveraging our proven skills and management expertise. This acquisition allows us to capitalise on an opportunity to add an established dual supermarket anchored community centre in Scotland's capital city to our portfolio, in a transaction that will be part-funded by a £25 million equity raise available to all existing shareholders and fully underwritten by our majority shareholder, Growthpoint.

"The centre will be accretive to income from day one, with the agreed price representing a significant discount to the replacement cost and providing us with a highly attractive entry point from which we can create value. In addition, we have arranged terms with Morgan Stanley to staple debt to the acquisition at a 40% LTV capped at a cost of 6.5% fixed for 5 years.

"We have also identified a number of asset management opportunities to create value including refining the tenant mix, a renewed focus on leasing to improve occupancy and income, whilst enhancing the centre's appeal to the growing and affluent catchment in south western Edinburgh."

Key Highlights:

A well-established community shopping centre with opportunities for short and medium-term value creation:

· £40 million acquisition of The Gyle, a 415,000 square feet well-established and designed community shopping centre on a 50-acre site in Edinburgh.

· The Gyle is complementary to the Company's existing portfolio and provides an opportunity for Capital & Regional to apply its management capability and experience to improve the centre's retail and services offering, consistent with the Company's community shopping centre strategy which was launched in December 2017.

· The Property will require minimal immediate capital expenditure but the Company anticipates that there is a clear medium-term opportunity for significant value add initiatives from the Company's existing resources and from utilising the Group's expertise.

· The Gyle comprises 88 retail units and is anchored by a Marks & Spencer store and Morrisons supermarket as well.

· The Property's retail space is let at approximately £6.8 million and approximately £5.77 million of annual gross rent and net rental income, respectively, with strong rent collection and headline occupancy of 94 per cent. as well as a weighted average unexpired lease term of 2.1 years.

· The asset is being acquired at a net initial yield of 13.51% that is expected to rebase to around 12%.

· With a 2022 footfall of 8.6 million, the Property has 2,800 free car parking spaces and directly serves two large affluent residential areas, as well as the commercial areas of South Gyle and Edinburgh Park. It is also served by the tram system which links the nearby airport to Edinburgh City centre, further improving access and footfall.

First step in rescaling the Company following a period of restructuring and sectorial challenges:

· The Board believes that the Company has now largely completed the balance sheet and corporate elements of its Refocus, Restructure and Recapitalise strategy and is now in a much stronger position, having delivered a good financial and operational performance over 2022 and for the first half of 2023.

· As such the Board believes the Company is well placed to deliver increased shareholder value through the ongoing remerchandising programmes across the existing portfolio, as well as through selective investment in attractive opportunities and the utilisation of its scalable management platform.

Summary of Transaction and Capital Raising:

· Acquisition of The Gyle for a consideration of £40 million in cash on completion to be financed through existing funds held by the Company, a £16 million debt facility and the proceeds from a fully underwritten Open Offer.

· The Company is proposing to raise proceeds of approximately £23.4 million (net of fees, costs and expenses) by way of an open offer of 46,278,681 Open Offer Shares, with the Issue Price representing a 5.43 per cent. discount to the Closing Price of 57.1 pence per Ordinary Share as at the Latest Practicable Date.

· Qualifying Shareholders are being given an opportunity to apply for Open Offer Shares at the Issue Price on the following pro rata basis: 4 Open Offer Shares at 54 pence each for every 15 Existing Ordinary Shares held and registered in their name at the Record Date or the SA Record Date (as applicable).

Description of the Property and Summary of Terms of the Acquisition

The Company has entered into the Acquisition Agreement with Gyle Shopping Centre Trustee Limited (the "Seller") to acquire The Gyle Shopping Centre in Edinburgh for a total acquisition consideration of £40 million, excluding acquisition costs.

The Acquisition will be funded by existing funds held by the Company, a £16 million debt facility, an Open Offer proposing to raise proceeds of approximately £23.4 million (net of fees, costs and expenses), and the Group's existing cash resources.

The Gyle Shopping Centre is a well-established and designed community shopping centre anchored by a Marks & Spencer store incorporating a new 15,000 square foot food hall and Morrisons supermarket. The centre is located six miles west of Edinburgh city centre in a mixed-use area. The centre directly serves two large affluent residential areas which lie to the north and east of the Property as well as the commercial areas of South Gyle and Edinburgh Park which are to the south and west.

On 10 August 2023, the Company's subsidiary, C&R Retail 1 Limited exchanged contracts with the Seller, for the acquisition of the Property in consideration for the payment of £40 million on completion (conditional upon completion of the Capital Raising). A non-refundable deposit of approximately £1 million (the "Deposit") was paid on 10 August 2023. Failure to complete the Acquisition will result in forfeiture of the Deposit, unless the Seller does not fulfil its obligations under the Acquisition Agreement, in which case the Deposit will be returned in full to C&R Retail 1 Limited by the Seller.

The final payment due to the Seller on completion of the Acquisition will be the purchase price less the Deposit, being approximately £39 million.

The acquisition of The Gyle Shopping Centre is expected to deliver significant earnings enhancement in the first full year of ownership.

Under the FCA Listing Rules, the Acquisition constitutes a Class 2 transaction and, as such, this announcement is made in accordance with the Company's disclosure obligations pursuant to Chapter 10 of the FCA Listing Rules.

Capital Raising/Open Offer

The Capital Raising is being implemented by way of an open offer. The Company is proposing to raise proceeds of approximately £23.4 million (net of fees, costs and expenses) by way of an open offer of 46,278,681 Open Offer Shares.

Qualifying Shareholders are being given an opportunity to apply for Open Offer Shares at the Issue Price on the following pro rata basis: 4 Open Offer Shares at 54 pence (converted to Rand at the Sterling exchange rate for SA Shareholders) each for every 15 Existing Ordinary Shares held and registered in their name at the Record Date.

The Sterling/Rand Exchange Rate to be applied is 24.13180 ZAR to 1 GBP as at 9 August 2023. Accordingly, the Issue Price per Open Offer Share in Rand is R13.03117. The SA Shareholder Ratio of Entitlement will be: 4 Open Offer Shares at R13.03117 per share for every 15 Existing Ordinary Shares held and registered in their name on the SA register and at the Record Date.

The Issue Price represents a 5.43 per cent. discount to the Closing Price of 57.1 pence per Ordinary Share as at the Latest Practicable Date.

Subject to the terms and conditions of the Underwriting Agreement, Growthpoint has agreed to subscribe in cash for 28,865,018 Open Offer Shares at the Issue Price, being Growthpoint's full Open Offer Entitlements. Growthpoint has also agreed to underwrite the Capital Raising by subscribing at the Issue Price for such number of Open Offer Shares as are not taken up by Qualifying Shareholders under the Open Offer.

Posting of Prospectus

The Company also confirms that a prospectus, which contains further details regarding the Open Offer (the "Prospectus"), will be posted to Shareholders later today upon receipt of the relevant regulatory approvals, along with the Application Form (where applicable). A further announcement will be made once the prospectus has been approved.

The terms and conditions of the Open Offer for the Company's shares held on the SA Register is set out in the Supplementary Information Memorandum which will be distributed with the Prospectus.

The person responsible for arranging for the release of this announcement on behalf of Capital & Regional is Stuart Wetherly, Company Secretary.

- ENDS -

For further information:

Capital & Regional plc 020 7932 8000

Lawrence Hutchings

Stuart Wetherly

Panmure Gordon (UK) Limited (Sponsor, Joint Financial Adviser and Joint Broker)

Amrit Mahbubani 020 7886 2500

Atholl Tweedie

Ailsa Macmaster

David Watkins

Numis Securities Limited (Joint Financial Adviser and Joint Broker)

Ben Stoop 020 7260 1000

Will Rance

Java Capital (JSE Sponsor)

Shivani Bhikha +27(0)78 120 6931

Daniel Ross +27(0)83 716 8665

FTI Consulting

Richard Sunderland 020 3727 1000

Maria Saud

Oliver Parsons

capreg@fticonsulting.com

About Capital & Regional plc:

Capital & Regional is a UK focused retail property REIT specialising in shopping centres that dominate their catchment, serving the non-discretionary and value orientated needs of the local communities. It has a track record of delivering value enhancing retail and leisure asset management opportunities across a portfolio of tailored in-town community shopping centres.

Using its in-house expert property and asset management platform Capital & Regional owns and/or manages shopping centres in Hemel Hempstead, Ilford, Maidstone, Redditch, Walthamstow and Wood Green.

Capital & Regional is listed on the main market of the London Stock Exchange (LSE) and has a secondary listing on the Johannesburg Stock Exchange (JSE).

For further information see www.capreg.com.

IMPORTANT NOTICES

This Announcement and the information contained in it is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly into jurisdictions other than the United Kingdom and South Africa and 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. To the fullest extent permitted by applicable law, each of the persons involved in the Capital Raising disclaim any responsibility or liability for the violation of such restrictions by any person. In particular, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would or might contravene local securities laws or regulations.

Panmure Gordon (UK) Limited ("Panmure"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Sponsor, joint financial adviser and joint broker in relation to the Capital Raising exclusively for the Company and no one else in connection with the matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this announcement or for providing any advice in relation to the Capital Raising, the contents of this Announcement or any other matter referred to in this Announcement. Neither Panmure nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure in connection with this announcement, any statement contained herein or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint financial adviser and joint broker in relation to the Capital Raising exclusively for the Company and no-one else in connection with the matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Numis nor for providing advice to any other person in relation to the matters referred to in this announcement. Neither Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this announcement, any statement contained herein or otherwise.

Java Capital Trustees and Sponsors Proprietary Limited ("Java"), which is authorised and regulated in South Africa by, inter alia, the Financial Sector Conduct Authority, is acting as JSE Sponsor in relation to the Capital Raising exclusively for the Company and no one else in connection with the matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this announcement or for providing any advice in relation to this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed by the FCA, Financial Services and Markets Act 2000 or the JSE or the regulatory regime established thereunder, none of Panmure, Numis or Java, or any person affiliated with them, accept any responsibility whatsoever and make no representation or warranty, express or implied, in respect of the contents of this announcement including its accuracy or completeness or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company or any matter described in this announcement 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. None of Panmure, Numis or Java have approved the contents of, or any part of, this announcement and no liability whatsoever is accepted by Panmure, Numis or Java for the accuracy of any information or opinions contained in this announcement and accordingly, each of Panmure, Numis and Java and their respective affiliates disclaim, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have to any person, other than the Company, in respect of this announcement or any such statement.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Capital Raising or otherwise in any jurisdiction. The Capital Raising is being made solely pursuant to the terms of the Prospectus which contains the full terms and conditions of the Open Offer, and in the case of Company shares held in certificated form on the UK Register, the Form of Acceptance. The terms and conditions of the Open Offer for Company shares held in certificated form on the SA Register is set out in the Supplementary Information Memorandum. 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 anticipates, believes, estimates, expects, intends, may, plans, projects, should or will, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Company's and/or Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial position, prospects, growth, strategies and expectations for the retail property market.

The Open Offer Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will not be any public offering of the Open Offer Shares in the United States.

Any forward-looking statements in this announcement reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations and growth strategy. Potential investors should specifically consider the factors identified in this announcement which could cause actual results to differ before making an investment decision. A number of factors could cause results and developments of the Group to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors discussed in the sections headed "Risk Factors" of this announcement. Past performance of the Company is not necessarily indicative of future performance.

No statement in this Announcement is intended as a profit forecast or estimate for any period.

This Announcement has not been approved by the Financial Conduct Authority or the London Stock Exchange.

THE FOLLOWING IS AN EXTRACT FROM THE CHAIRMAN'S LETTER

1. INTRODUCTION

Capital & Regional announced today that C&R Retail 1 Limited, a wholly owned subsidiary of the Company, has entered into the Acquisition Agreement with the Seller to acquire The Gyle Shopping Centre in Edinburgh for a total acquisition consideration of £40 million, excluding acquisition costs. The purchase is in line with Capital & Regional's ambition of seeking selective opportunities to grow the Company and further utilise its leading management expertise and skills in delivering its tried and tested community centre strategy.

Under Chapter 10 of the UK Listing Rules, the acquisition of The Gyle Shopping Centre constitutes a Class 2 transaction. Accordingly, the Acquisition does not necessitate shareholder approval.

The consideration for the Acquisition is to be financed through existing funds held by the Company, a new debt facility of £16 million and the proceeds to be received pursuant to the fully underwritten Capital Raising, for which further detail is included below.

2. DESCRIPTION OF THE PROPERTY

The Gyle Shopping Centre is a well-established and designed community shopping centre which is anchored by a Marks & Spencer store incorporating a new 15,000 square foot food hall and a Morrisons supermarket. The centre is located six miles west of Edinburgh city centre in a mixed-use area. The centre directly serves two large affluent residential areas which lie to the north and east of the Property as well as the commercial areas of South Gyle and Edinburgh Park which are to the south and west.

The Gyle Shopping Centre, which originally opened in 1993, contains 415,000 square feet of retail and ancillary floor space (205,455 square feet excluding the anchor stores). The Property will require minimal immediate capital expenditure but the Company believes that there is a clear medium term opportunity for significant value add initiatives from the Company's existing resources and from utilising the Group's expertise. Over the last full calendar year to December 2022 the shopping centre saw annual footfall of 8.6 million. The two anchor stores, occupied by Marks & Spencer (including the food hall) and Morrisons, extend to 129,751 square feet and 79,257 square feet respectively, have been let to the retailers on long-leaseholds at peppercorn rents.

The total site covers 50 acres which currently comprises the 88 retail units primarily across a single floor with a small upper food court, as well as 2,800 free car parking spaces. In addition, the centre is served by the tram system which links the nearby airport to Edinburgh City centre with a stop in the centre's car park, further improving access and footfall.

In addition to Marks & Spencer and Morrisons other key tenants include: Next, Boots, WH Smith, Bank of Scotland, Superdrug, Everything Everywhere, Beaverbrooks the Jewellers, Barrhead Travel Service, Chisholm Hunter Jewellers and River Island.

The retail space is let at an annual gross rent of circa £6.8 million and has a current annual net rental income of £5.77 million. The headline occupancy is currently 94 per cent. by floor area with average rent of £33 per square foot excluding the two anchor stores. Rent collection for the quarter to April 2023 stands at 93 per cent. The weighted average unexpired lease term at the Property is 2.1 years.

The centre provides an opportunity for Capital & Regional to apply its management capability and experience to improve the centre's retail and services offering consistent with the Company's community shopping centre strategy which was launched in December 2017.

3. SUMMARY OF TERMS OF THE acquisition

On 10 August 2023, the Company's subsidiary, C&R Retail 1 Limited exchanged contracts with the Seller, for the acquisition of the Property in consideration for the payment of £40 million in cash on completion, (conditional upon completion of the Capital Raising). A non-refundable deposit of approximately £1 million (the "Deposit") was paid on 10 August 2023. Failure to complete the Acquisition will result in forfeiture of the Deposit, unless the Seller does not fulfil its obligations under the Acquisition Agreement, in which case the Deposit will be returned in full to C&R Retail 1 Limited by the Seller. The final payment due to the Seller on completion of the Acquisition will be the purchase price less the Deposit, being approximately £39 million subject to certain adjustments relating to the Property that are customary for a transaction of this nature.

The Acquisition Agreement contains indemnities from C&R Retail 1 Limited to the Seller that are customary for a transaction of this nature. The Acquisition Agreement is conditional upon Admission occurring on or before 27 September 2023.

4. SUMMARY OF TERMS OF THE CAPITAL RAISING

Introduction

The Capital Raising is being implemented by way of an open offer. The Company is proposing to raise proceeds of approximately £23.4 million (net of fees, costs and expenses) by way of an open offer of 46,278,681 Open Offer Shares.

Qualifying Shareholders are being given an opportunity to apply for Open Offer Shares at the Issue Price on the following pro rata basis: 4 Open Offer Shares at 54 pence each for every 15 Existing Ordinary Shares held and registered in their name at the Record Date or the SA Record Date (as applicable).

The Issue Price represents a 5.43 per cent. discount to the Closing Price of 57.1 pence per Ordinary Share as at the Latest Practicable Date.

The Open Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends or distributions made, paid or declared after the date of issue of the Open Offer Shares, save in respect of any dividend or distribution with a record date falling before the date of issue of the Open Offer Shares. The Open Offer shares will not qualify for the interim dividend of 2.75 pence per share declared on 10 August 2023. The Open Offer Shares will be denominated in Sterling.

Subject to various conditions referred to below, Growthpoint, the Company's major shareholder, has agreed to subscribe in cash at the Issue Price for its Open Offer Entitlements in full, being 28,865,018 Open Offer Shares. Growthpoint has also agreed to underwrite the Capital Raising by subscribing for such number of Open Offer Shares as are not taken up by Qualifying Shareholders under the Open Offer. Immediately following completion of the Capital Raising, and if no Open Offer Shares were taken up by Qualifying Shareholders under the Open Offer, Growthpoint would hold approximately 70.29 per cent. of the Enlarged Share Capital.

The aggregate net proceeds of the Capital Raising, after deduction of expenses, are expected to be approximately £23.4 million.

Applications will be made to: (i) the FCA for the Open Offer Shares to be admitted to listing on the premium segment of the Official List and an application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on the Main Market and (ii) the JSE for the Open Offer Shares to be listed and traded on the Main Board of the JSE. It is expected that UK Admission will become effective and that dealings in the Open Offer Shares will commence on the Main Market at 8:00 a.m. (London time) on 4 September 2023 and that SA Admission will become effective and that dealings in the Open Offer Shares will commence on the Main Board of the JSE at 9:00 a.m. (South African time) on 4 September 2023.

The Open Offer Shares will be in registered form and from Admission will be capable of being held in uncertificated form and title to such shares may be transferred by means of a relevant system (as defined in the CREST Regulations). The Open Offer Shares will be admitted with the ISIN GB00BL6XZ716 and SEDOL (Stock Exchange Daily Official List) number BL6XZ71 and LEI 21380097W74N9OYF5Z25, being the same ISIN, SEDOL and LEI under which the Existing Ordinary Shares are admitted.

The Open Offer

Details of the Open Offer

Under the Open Offer, 46,278,681 Open Offer Shares will be made available to Qualifying Shareholders at the Issue Price pro rata to their holdings of Existing Ordinary Shares, on the terms and subject to the conditions of the Open Offer on the basis of:

 4 Open Offer Shares for every 15 Existing Ordinary Shares

held and registered in their name at the Record Date or the SA Record Date (as applicable).

There is no excess application facility in respect of the Open Offer.

Qualifying Shareholders may apply for any whole number of Open Offer Shares subject to the limit of their Open Offer Entitlements. In the case of Qualifying Non-CREST Shareholders, the Open Offer Entitlements is equal to the number of Open Offer Entitlements as shown in Box 2 on their Application Forms, or in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock accounts in CREST.

Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying Non-CREST Shareholders should note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and enabled for settlement, the Open Offer Entitlements will not be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Open Offer Shares for which application has not been made under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their entitlements will have no rights, and will not receive any benefit, under the Open Offer.

The latest time and date for acceptance and payment in full in respect of the Open Offer will be 11:00 a.m. on 24 August 2023. Valid applications under the Open Offer will be satisfied in full up to an applicant's Open Offer Entitlements (rounded down to the nearest whole number).

Details of the entitlements for Qualifying Shareholders on the SA Register are set out in the Supplementary Information Memorandum.

Not all Shareholders will be Qualifying Shareholders. In particular, Overseas Shareholders who are located in, or are citizens of, or have a registered office in an Excluded Territory will not qualify to participate in the Open Offer.

The terms and conditions of application under the Open Offer for Qualifying Shareholders on the UK Register are set out in Part 3 of the Prospectus and in the case of Qualifying Non-CREST Shareholders, the Application Form. The terms and conditions of application for Qualifying Shareholders on the SA Register are set out in the accompanying Supplementary Information Memorandum. These terms and conditions should be read carefully before an application is made. Shareholders who are in any doubt about the Open Offer arrangements should consult their stockbroker, bank manager, solicitor, accountant or other duly authorised appropriate financial adviser.

Applications under the Open Offer are not subject to any minimum subscription requirement.

To the extent that Open Offer Shares remain unallocated pursuant to the Open Offer, they will be subscribed for by Growthpoint subject to the terms and conditions set out in the Underwriting Agreement.

Underwriting Arrangements

Subject to the terms and conditions of the Underwriting Agreement, Growthpoint has agreed to subscribe in cash for 28,865,018 Open Offer Shares at the Issue Price, being Growthpoint's full Open Offer Entitlements. Growthpoint has also agreed to underwrite the Capital Raising by subscribing at the Issue Price for such number of Open Offer Shares as are not taken up by Qualifying Shareholders under the Open Offer.

The obligations of Growthpoint under the Underwriting Agreement are subject to certain conditions, among others:

(a) the despatch of the Prospectus to Shareholders (other than those who the Company determines are not entitled to receive copies);

(b) an application being made to Euroclear UK & International to admit the Open Offer Shares to CREST;

(c) Admission occurring;

(d) the Government of South Africa or the South African Reserve Bank not imposing exchange controls which make it unlawful or impossible for Growthpoint to meet its obligations under the Underwriting Agreement or the Open Offer;

(e) the Acquisition Agreement not having been terminated prior to Admission and having become unconditional in all respects prior to Admission, save with respect to any condition related to Admission; and

(f) the Gyle Facility Agreement not having been terminated or rescinded prior to Admission, having become unconditional in all respects prior to Admission, save with respect to any condition related to Admission, and all conditions to drawdown under the Gyle Facility Agreement having been met.

No fee is payable by the Company to Growthpoint under the terms of the Underwriting Agreement in connection with the underwriting of the Open Offer by Growthpoint.

Growthpoint can also meet its subscription and underwriting obligations in whole or in part through Growthpoint Nominees. Immediately following completion of the Capital Raising, and if no Open Offer Shares were taken up by Qualifying Shareholders under the Open Offer, Growthpoint would hold approximately 70.29 per cent. of the Enlarged Share Capital.

A summary of the principal terms of the Underwriting Agreement is set out in paragraph 9.2 of Part 8 of the Prospectus.

Further Information

Further details of the terms and conditions of the Capital Raising, including the procedure for acceptance and payment, are set out in Part 3 of the Prospectus and, where relevant, the Application Form or Supplementary Information Memorandum.

5. BACKGROUND TO AND REASONS FOR THE PROPOSED TRANSACTION

Strategic Progress

Following the industry wide challenges which were materially exacerbated by the effects of the Covid-19 pandemic and which continued throughout 2020 and 2021, the Company undertook initiatives to strengthen its balance sheet and reduce debt. The Board believes the Company has now largely completed the balance sheet and corporate elements of its Refocus, Restructure and Recapitalise strategy reducing the Company's net LTV ratio from 72 per cent. as at 30 June 2021 to 44.8 per cent. at 30 June 2023. As such the Board believes the Company is well placed to deliver increased shareholder value through the ongoing remerchandising programmes across the existing portfolio as well as through selective investment in attractive opportunities.

The Company is now in a much stronger position and delivered a good financial performance over 2022 and for the first half of 2023. The Company's strengthened financial position and improved profitability supported a resumption of the dividend for 2022 and the first half of 2023. With footfall trending back close to 2019 levels, rent collection much improved, retail failures significantly lower and a slowdown in the growth of online retail, the Company is optimistic that its business model is well positioned for growth and can utilise the scalability of its management platform to deliver enhanced returns for shareholders.

Market Backdrop

After the significant challenges of 2020 and 2021, the retail environment facing the Company currently is more nuanced. On the positive side, during 2022 we saw an end to the pandemic restrictions imposed by the UK Government, with all traders open for business and footfall trending back upwards towards 2019 levels. Although the Group is aware that on 3 August 2023 Wilko filed a notice of intention to appoint an administrator, on the whole retail failures in the last 12 months have been down on the previous 5 years, rent collection levels have much improved and valuations have stabilised. Counteracting these positive trends, the UK economy has faced increasing difficulties from low growth, high inflation and a sharp end to over a decade of very low interest rates accompanying a fall in consumer confidence.

Despite fears that retailer trading would be materially affected by these factors, retail sales have generally been robust, albeit with volumes slightly below 2019 levels. Footfall in the Company's centres for the first six months of 2023 was 5.1 per cent. ahead of 2022 and reached 86.7 per cent. of 2019 levels.

Another notable positive is the maturing of online retail after two years of acceleration in the long cycle structural shift from the pure traditional physical retail distribution channel to digital and online distribution. The high costs associated with online retailing have forced many online retailers to increase costs, introduce delivery charges and place levies on customer returns in order to address profitability. This is especially evident in the low margin, low price point categories including grocery and pharmacy as well as the volume and value home and apparel markets where the Company's community strategy is focussed. This has been evident in the recovery in footfall and occupancy across the Company's centres over the past 12 months and the stability the Group is seeing in valuations despite increases in gilt rates that are typically highly correlated to commercial property values.

Based on these trends, the Company is optimistic that its business model of investing in Community centres which meet the non-discretionary goods and services needs of the local population, is well placed to benefit from a steady recovery in physical retail and weather the current economic headwinds.

Investment Opportunity

The Company identified The Gyle Shopping Centre as an attractive acquisition opportunity and has agreed to acquire the asset via an off-market process. The asset is being acquired at a net initial yield of 13.51 per cent. that is expected to rebase to around 12%. The acquisition price of £40 million equates to a capital value of approximately £100 per square foot which is approximately a 60% discount to replacement cost. The £40 million also represents a more than 80% reduction to the peak valuation.

The Acquisition will strengthen the Company's shopping centre portfolio and continues its strategy of investing in community shopping-centres that provide needs-based, non-discretionary and value-orientated retail goods and services, in line with the Company's ambition of seeking selective opportunities to grow the Company. The Board believes that the continued growth of the Company depends on the acquisition of new value-accretive schemes. The Acquisition will substantially increase the size of the Group's property portfolio and represents a significant advance in the Company's development as a UK-focused retail property REIT, as well as providing a degree of geographical diversification in comparison to the Group's existing portfolio. The acquisition of The Gyle Shopping Centre is expected to deliver significant earnings enhancement in the first full year of ownership.

The Company's existing property portfolio is weighted to London and the South East. The Gyle Shopping Centre offers geographical diversification yet shares similar characterises to the Company's other assets, given its close proximity to one of the largest city centres in the UK and a capital city. Edinburgh is a top 10 city in the UK by population and viewed as one of the major UK city economies outside of London.

The Gyle Shopping Centre is aligned to the Company's community shopping centre approach. The centre is an important part of the local community, centrally located with strong transport links and high density of surrounding residential property. The retailer mix is also attractive and brings increased diversification to the Group's portfolio, with greater exposure to grocery.

The scalability of the Company's management platform means that management of the asset can be undertaken with no significant addition to the Group's central overhead.

Asset Potential

The centre is modern, well designed and laid out in the classic "dumbbell" shape with anchors at either end of the Property, which helps to drive footfall to the speciality stores where the majority of income is derived. Whilst the Company will benefit from the centre's well established position in an affluent and growing trade area, as well as its good operational performance, the Company's management has identified a number of areas of further potential to create value as follows:

- Driving rental growth and improving the 2.1 years' weighted average unexpired lease term, through leasing up vacant space, as well as lease regears and extensions

- Immediately utilising their well established skills in repositioning and improving tenancy mix through intensive operational management and leasing to improve relevance of the centre to its catchment, aligning closely with their tried and tested community centre strategy

- The Property will require minimal immediate capital expenditure. The Company anticipates that there is a clear medium term opportunity for significant value add initiatives from the Company's existing resources and from utilising the Group's expertise, including:

· Refreshing the trading environment through selective expenditure on reconfiguring units and developing under leased space; and

· Improving the centre's services and its car parking access and experience.

Over the longer term the Company has identified a number of potential opportunities to work with the two anchor tenants to unlock development potential through better utilisation of their store footprints and land site development.

Environmental, Social and Governance Considerations

It is the Company's intention to adopt a comprehensive approach to ESG across the centre, applying the same rigour to the centre as for the Group's existing assets. This would include a range of initiatives including:

- analysis of the pathway to net-zero carbon emissions using the Carbon Risk Real Estate Monitor benchmarks to identify the required interventions to reduce the energy unit intensity;

- launching the energy performance certification management plan;

- using the Group's Community Wheel of Support, an initiative which actively assists locally led projects to improve the communities the Group serves, to support the social aspect of ESG;

- completing ESG training with the on-site team and complete tenant engagement; and

- adding the centre to the TCFD audit covering climate risk.

6. INFORMATION ON Capital & Regional

The Company is a UK focused retail property REIT specialising in community shopping centres that serve the non discretionary and value-orientated needs of their local communities, across a portfolio currently comprising five properties with a total portfolio value of approximately £329.7 million, as at 30 June 2023. The principal activity of the Company is the generation of rental income and capital growth from its role as a property owner, operator and asset manager. The Company is listed on the main market of the London Stock Exchange and has a secondary listing on the JSE.

The Group owns five shopping centres in Hemel Hempstead, Ilford, Maidstone, Walthamstow and Wood Green. The Company manages these assets through its in-house property and asset management platform. In addition, the Group owns Snozone, the largest indoor ski slope operator in the UK. The Group also operates the indoor ski resort at the Xanadu Centre in Madrid.

The Group's business is focused on acquiring, enhancing and managing community shopping centres. The Group aims to generate sustainable income and capital value growth by combining active asset management with operational excellence.

Further details on Capital & Regional are set out in Part 2, Part 5 and Part 8 of the Prospectus.

7. CURRENT TRADING, TRENDS AND PROSPECTS

Since 30 June 2023, Capital & Regional has traded in line with the Directors' expectations.

In the Interim Results Statement issued on 10 August 2023, the Company noted that valuations have continued to stabilise alongside income which, together with a maturing of the structural changes that have impacted physical retailing over the past five years, have reinforced the Group's confidence in its portfolio, platform and UK community centres.

Outlook

The Company is confident that the strong operational performance and defensive nature of the Company's assets, allied to the actions taken over the last two years to reposition the Company and its balance sheet, leave the Group well placed to continue to perform, despite some of the current broader economic uncertainties.

The Directors will also continue to explore selective opportunities (such as the Acquisition) to grow the business and further utilise the Company's leading management expertise and skills in delivering its tried and tested community centre strategy.

The Interim Results Statement is incorporated by reference into the Prospectus, as detailed in Part 9 of the Prospectus.

8. USE OF PROCEEDS OF THE CAPITAL RAISING

The Capital Raising will deliver proceeds of approximately £25 million (before costs) and net proceeds of approximately £23.4 million to the Company. The Group intends to utilise the net proceeds of the Capital Raising to fund the Acquisition as described above.

Approximately £1.6 million of the proceeds from the Capital Raising will be used to pay fees and expenses incurred in connection with the Proposed Transaction.

9. EFFECTS OF THE CAPITAL RAISING AND THE ACQUISITION

Dilutionary impact of the Capital Raising

If a Qualifying Shareholder does not take up any of its Open Offer Entitlements, such Qualifying Shareholder's holding, as a percentage of the Enlarged Share Capital, will be diluted by 21.05 per cent. as a result of the Capital Raising.

Subject to certain limited exceptions, shareholders in Excluded Territories will not be able to participate in the Open Offer and will therefore experience dilution as a result of the Capital Raising.

Shareholders who are otherwise not Qualifying Shareholders will not be able to participate in the Open Offer and will therefore experience dilution as a result of the Capital Raising.

10. ADMISSION TO TRADING OF OPEN OFFER SHARES

Subject to the Capital Raising becoming unconditional, applications will be made to: (i) the FCA for the Open Offer Shares to be admitted to listing on the premium segment of the Official List (ii) to the London Stock Exchange for the Open Offer Shares to be admitted to trading on the Main Market and (iii) the JSE for the Open Offer Shares to be listed and traded on the Main Board of the JSE.

It is expected that UK Admission of the Open Offer Shares will become effective and dealings would commence by 8:00 a.m. (London time) on 4 September 2023 and SA Admission of the Open Offer Shares will become effective and dealings will commence by 9:00 a.m. (South African time) on 4 September 2023 whereupon an announcement will be made by the Company through a RIS and on SENS.

The Open Offer Shares will be issued by the Company free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after Admission.

11. Dividend policy

The Company's dividend policy is to distribute across the full financial year a dividend of at least 90 per cent. of the Company's EPRA Earnings.

For the year ended 30 December 2022, the Company has paid or declared aggregate dividends of 5.25 pence per share. For the six-month period ended 30 June 2023, the Company declared an interim dividend of 2.75 pence per share. The Open Offer shares will not qualify for the interim dividend.

12. ACTION TO BE TAKEN IN RESPECT OF THE OPEN OFFER

Qualifying Non-CREST Shareholders

Qualifying Non-CREST Shareholders have been sent Application Forms giving details of their Open Offer Entitlements.

Qualifying Non-CREST Shareholders wishing to apply for Open Offer Shares must complete the Application Form, in accordance with the instructions set out in paragraph 4 of Part 3 of the Prospectus and in the Application Form and return it with the appropriate payment in the envelope addressed to Equiniti by post to Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received as soon as possible and, in any event, not later than 11:00 a.m. (London time) on 24 August 2023.

If you do not wish to apply for any Open Offer Shares under the Open Offer, you should not complete or return the Application Form.

Persons that have sold or otherwise transferred all of their Ordinary Shares should forward the Prospectus, together with any Application Form, if and when received, at once to the purchaser or transferee, or the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee, except that, such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations including, but not limited to, the Excluded Territories. Any Shareholder that has sold or otherwise transferred only some of their Ordinary Shares held in certificated form before 8:00 a.m. (London time) on 10 August 2023 should refer to the instruction regarding split applications in the Terms and Conditions of the Open Offer at paragraph 4.1.2 of Part 3 of the Prospectus and the Application Form.

Qualifying CREST shareholders

Qualifying CREST Shareholders have not been sent an Application Form. Instead, Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements as soon as practicable after 8:00 a.m. (London time) on 4 September 2023.

In the case of any Qualifying Shareholder that has sold or otherwise transferred only part of their holding of Open Offer Shares held in uncertificated form on or before 8:00 a.m. (London time) on 4 September 2023, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate Open Offer Entitlements to the purchaser or transferee.

The ISIN of the Open Offer Entitlements is GB00BQB6FG92 and the SEDOL is BQB6FG9 .

Qualifying Shareholders on the SA Register

Qualifying Shareholders on the SA Register should read and follow the instructions set out in the accompanying Supplementary Information Memorandum.

General

The latest time for acceptance by Qualifying Shareholders under the Open Offer is expected to be 11:00 a.m. (London time) on 24 August 2023, unless otherwise announced by the Company.

Further details of the terms and conditions of the Open Offer, including the procedure for acceptance and payment and the procedure in respect of Open Offer Entitlements, are set out in Part 3 (Terms and Conditions of the Open Offer) of the Prospectus and, where relevant, in the Application Form and the Supplementary Information Memorandum.

If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under the FSMA if you are resident in the United Kingdom or, if you are not, from another appropriately authorised independent financial adviser.

13. IRREVOCABLE UNDERTAKINGS

The Company has received irrevocable undertakings from the following directors in their capacity as Shareholders to take up, or procure the take up of, their full entitlements under the Open Offer to subscribe for in aggregate 73,117 Open Offer Shares: David Hunter, Ian Krieger, Laura Whyte, Lawrence Hutchings, Norbert Sasse and Stuart Wetherly.

In addition, Growthpoint has undertaken in the Underwriting Agreement to take up its full entitlement under the Open Offer to subscribe for 28,865,018 Open Offer Shares.

14. summary

The Board considers the Capital Raising will promote the success of the Company, and is in the best interests of the Company and its Shareholders as a whole.

Capital Raising Statistics

Notes:

* Assuming that no Ordinary Shares are issued between the Latest Practicable Date and Admission becoming effective other than pursuant to the Open Offer.

Expected Timetable of Principal Events

References to times in this timetable are to British Summer Time ("BST"), unless otherwise stated.

Notes:

(1)The times set out in the expected timetable of principal events above and mentioned throughout this announcement are times in London unless otherwise stated, and may be adjusted by the Company in consultation with or, if required, with the agreement of Panmure and Numis, in which event details of the new times and dates will be notified to the FCA, the London Stock Exchange, the JSE and, where appropriate, Shareholders.

(2) These dates and times given are indicative only and are based on the Company's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/ or dates will be notified to Shareholders by announcement through a Regulatory Information Service and SENS.

(3) If your Open Offer Entitlements are in CREST and you wish to convert them to certificated form.

(4) If your Open Offer Entitlements are represented by an Application Form and you wish to convert them to uncertificated form.

If you have any queries in relation to this announcement or the timetable please call the relevant Shareholder helpline as follows:

· Equiniti Shareholder Helpline for Shareholders registered on the UK Register, on 0371 384 2050 or, if telephoning from outside the UK, on +44 (0)371 384 2050 between 8:30 a.m. and 5:30 p.m. (London time) Monday to Friday (except public holidays in England and Wales). Calls to the Shareholder Helpline from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Equiniti cannot provide advice on the merits of the Capital Raising nor give any financial, legal or tax advice.

· JSE Investor Services Helpline for Shareholders registered on the SA Register, on 0861 472 644 if calling from within South Africa (or +27 11 029 0112 for Shareholders registered on the SA Register calling from outside South Africa) between 8:00 a.m. and 4:00 p.m. (South African time) from Monday to Friday, excluding public holidays in South Africa. Calls made from within South Africa will be charged at the standard geographic rate and will vary by provider. Calls made from outside of South Africa will be charged at the applicable international rates. Lines are open between 8:00 a.m. and 4:00 p.m. (South African standard time) Monday to Friday (except South African public holidays).

Appendix

In this announcement the following expressions have the meaning ascribed to them unless the context otherwise requires: