Capital & Regional Regulatory News (CAL)

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, GERMANY, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER.

20 June 2014

Capital & Regional plc

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

proposed acquisition of 62.56% of units in the Mall Fund and

Firm Placing and Placing and Open Offer to raise £165 million

SUMMARY

Capital & Regional, the specialist retail property company, announces that it has entered into conditional agreements to acquire Aviva's 52.04% stake and Karoo's 10.52% stake in the Mall Fund for an aggregate consideration of approximately £213 million based on the adjusted 31 March 2014 Unit price, representing a 6.7% Net Initial Yield ("NIY") on the underlying properties (the "Acquisition").

The Acquisition will increase the Company's ownership in the Mall Fund to 91.82% and will be funded by available cash and debt funding and an associated Firm Placing and Placing and Open Offer (the "Capital Raising") to raise gross proceeds of approximately £165 million by the issue of 351,063,830 shares at 47 pence per New Ordinary Share (the "Offer Price").

Completion of the Acquisition and the Capital Raising is subject to and conditional upon, inter alia, approval by Shareholders at a General Meeting of the Company, which is expected to be held at 2.00 p.m. on 9 July 2014 at The Goring Hotel, The Archive Room, Beeston Place, London SW1W 0JW. A combined prospectus and circular (the "Prospectus") convening the General Meeting of the Company is expected to be posted to Shareholders shortly, in which further information on the Acquisition and the Capital Raising can be found. The Capital Raising and the Acquisition are also inter-conditional.

HELPING THE GROUP TO POSITION ITSELF AS THE LEADING DOMINANT COMMUNITY SHOPPING CENTRE OWNER IN THE UK

· The Directors believe that the Acquisition marks a significant step towards completing the Group's strategic objective of focusing on its core UK shopping centre business and positioning itself as the leading dominant community shopping centre owner in the UK. The Board believes this will:

o Enable the Company to take control of the underlying assets in its core investment, the Mall Fund.

o Allow the Company to generate compelling returns from the strong cash generating ability of its shopping centres and offer Shareholders a highly attractive dividend yield relative to the sector.

o Further leverage the Group's core strengths of managing or owning interests in dominant community shopping centres in the UK.

o Facilitate the delivery of approximately £60 million of attractive value and asset management opportunities under individual business plans for each of the Mall assets.

o Enhance the Company's ability to operate with a robust capital structure.

o Enable the Board to pursue its intention of converting the Company into a REIT with the aim of becoming the UK's leading dominant community shopping centre REIT.

· The Company intends to continue sales of non-core assets to further focus the Group and reduce leverage.

ANTICIPATED BENEFITS OF SCALE

· Increase the Group's Net Asset Value to c. £350 million.

· Own 91.82% of the Mall Fund which at 31 December 2013 had gross assets of £832.4 million and revenue of £77.4 million and profit before financing of £22.8 million for the year ended 31 December 2013.

DETAILS OF THE ACQUISITION

· Under the terms of the Acquisition, which constitutes a reverse takeover under the Listing Rules, the Group will acquire:

o Aviva's 490,300,237 Units, representing 52.04% of the Mall Fund, for a consideration of approximately £177.2 million (the "Aviva Acquisition Agreement").

o Karoo's 99,069,410 Units, representing 10.52% of the Mall Fund, for a consideration of approximately £35.8 million (the "Karoo Acquisition Agreement").

· The Group will pay approximately 34.89p for each Unit in the Mall Fund, which is equal to the Mall Fund NAV per Unit at 31 March 2014 adjusted for interest rate swap liabilities and estimated performance fees at that date. In addition, the Group will pay a further £7.4 million into escrow in respect of the deduction for performance fees. The Group has also agreed to rebate certain amounts to Aviva in respect of fees payable to the Group such that of the amount paid into escrow, the Group may recover up to £1.3 million dependent upon the amount of the ultimate performance fees payable by the Mall Fund.

DETAILS OF THE CAPITAL RAISING AND USE OF PROCEEDS

· The proceeds from the Capital Raising will be utilised to part finance the Acquisition, with the remainder being funded from existing cash resources and debt financing.

· The Group has extended its available borrowings under its existing revolving credit facility provided by the Lloyds Banking Group from £25 million to £50 million.

· The Capital Raising allows Capital & Regional to increase materially the market capitalisation of the Company and liquidity for investors.

· 351,063,830 New Ordinary Shares will be issued at a price of 47 pence:

o 70,253,131 New Ordinary Shares will be issued through the Firm Placing at the Offer Price to raise gross proceeds of approximately £33.0 million, representing approximately 20.0% of the Capital Raising.

o 280,810,699 New Ordinary Shares will be issued through the Placing and Open Offer at the Offer Price to raise gross proceeds of approximately £132.0 million, representing approximately 80.0% of the Capital Raising.

· The Offer Price of 47 pence represents a 2.1% discount to the Closing Price on 19 June 2014 and a 0.7% premium to the one month volume weighted average price on 19 June 2014.

· Karoo has committed to reinvest all of its proceeds payable on completion of the Acquisition under the terms of the Karoo Acquisition Agreement to purchase 73,540,911 New Ordinary Shares in the Placing at the Offer Price.

o Certain members of the Parkdev Group have given irrevocable commitments not to take up their Open Offer Entitlements in whole or in part (being 73,645,114 million New Ordinary Shares or 26.2 per cent. of the Open Offer Shares).

o The New Ordinary Shares which Karoo will acquire under the Placing represent 99.9 per cent. of the Open Offer Entitlements so relinquished by the relevant members of the Parkdev Group. Accordingly, Karoo's participation in the Placing will not dilute the ownership interest of any Shareholder who takes up his or her Open Offer Entitlement in full.

o Karoo is deemed to be a related party under Chapter 11 of the Listing Rules on account of Louis Norval and Neno Haasbroek's respective interests in Karoo. Accordingly, the Company's entry into the Karoo Acquisition Agreement and Karoo's participation in the Placing are "related party transactions" requiring approval of Shareholders in General Meeting.

POSITIVE MARKET DYNAMICS

· The Board believes the preconditions for rental growth in the shopping centres within the Group's portfolio are now in place with:

o Footfall numbers at its centres increasing.

o Rental levels are showing first signs of improvement.

o Positive macro-economic environment, driving consumer and retailer confidence.

o Sustained demand for affordable space from leading leisure operators and fashion retailers.

o Lower rate of tenant administrations than previously, leading to improved occupancy levels.

John Clare, Chairman of Capital & Regional, said:

"We believe the Acquisition and Capital Raising represents a transformational milestone in Capital & Regional's plans to deliver long term growth and, in due course, achieve its objective of becoming the leading dominant community shopping centre REIT in the UK. It also enables the Group to accelerate delivery of asset management and development initiatives to unlock further value from the portfolio, taking advantage of the improving economic and retail environment to generate attractive income and capital growth for investors."

CONFERENCE CALL DETAILS

The Capital & Regional management team will host a conference call for analysts and investors at 08.30 (UK time) on Monday, 23 June 2014. The dial-in details are as follows:

o Phone number: +44 (0)20 3427 1907

o Access code: 6360399

For further information, please contact:

BACKGROUND TO THE ACQUISITION AND CAPITAL RAISING

Information on the Mall Fund

The Mall Fund is a dominant community shopping centre fund in the UK, owning six properties with a total lettable space of over 3 million sq ft and home to in excess of 700 retail units.

The shopping centres owned by the Mall Fund are:

· The Mall, Blackburn

· The Mall, Camberley

· The Mall, Luton

· The Mall, Maidstone

· The Mall, Walthamstow

· The Mall, Wood Green

Valuation and financial metrics

The Mall Fund's portfolio was independently valued by CBRE and Cushman & Wakefield at £684.7 million as at 31 March 2014. Below are some key unaudited financial metrics for the Mall Fund extracted (without material adjustment) from the annual report and accounts of the Company for the period ending 30 December 2013 (unless stated otherwise):

· Passing rent at year end: £53.8 million.

· Initial yield: 6.7% (31 March 2014).

· Vacancy rate: 4.7%.

· LTV ratio: 55.4%.

Ownership

As at 20 June 2014, the holdings of units in the Mall Fund were as follows:

· Aviva and associated funds: 52.04%.

· Capital & Regional: 29.26%.

· Karoo: 10.52%.

· Others: 8.18%.

Mall Fund debt facility

On 30 May 2014, the Mall Fund completed the refinancing of its CMBS by entering into a new five-year secured facility comprising a £350 million term loan and additional £25 million capital expenditure facility with Morgan Stanley. This facility provides substantial flexibility for the continued execution of a programme of capital investment that will enhance the returns from the Mall Fund's assets.

The CMBS has been settled from a combination of both the new £350 million term loan and, along with an associated £10.7 million interest rate swap liability triggered on repayment, from the Mall Fund's existing cash resources. Further costs of £6.3 million have been incurred in respect of the refinancing which will be amortised over the term of the facility. In addition, costs of £0.3 million have been incurred which will be charged to the income statement of the Mall Fund.

The new term loan comprises a fixed rate tranche of £233.3 million with interest fixed at 1.86% plus applicable margin and a floating rate tranche based on 3 month LIBOR of £116.7 million. The latter tranche has been hedged using an interest rate cap with a strike rate of 2.75%. The capital expenditure facility will also be at the same floating rate and interest rate hedging on this element of the facility will be determined as it is drawn down.

Prior to any drawdowns under the capital expenditure facility, the day-one cost of debt was 3.37% based on 3 month LIBOR of 0.53%. If floating interest rates on day-one were at the level of the interest rate cap of 2.75%, the blended rate of interest that would be payable would be 4.11%, again, assuming that the capex facility is undrawn. The net initial yield of the Mall Fund's properties at 31 March 2014 was 6.7% providing a good margin over the cost of debt.

The LTV covenant under the new facility is 75% and, based upon the published 31 March 2014 valuation of the Mall Fund's properties, the initial LTV was 51% prior to the drawdown of any of the capital expenditure facility.

Future strategy of the Group

It is the intention that the Mall Fund will form the cornerstone of a portfolio of dominant community shopping centres in the UK. The Group believes that each of the underlying core properties in the Mall Fund offers attractive potential for asset management initiatives and development opportunities that the Group will aim to exploit. The Group intends to use the proceeds from the disposal of assets in its German Joint Venture and other non-core operations to reduce leverage and to repay the Group's borrowings.

Any proceeds which remain following such debt repayment will be used for capital expenditure and further acquisitions of UK shopping centre assets. The acquisition of further assets will allow the Group to enjoy scale benefits of a larger property portfolio both in terms of its asset portfolio and the efficiency of the management platform.

The Directors believe that the Group's experienced team will deliver significant asset management and development initiatives across the Group's portfolio. The Directors also believe that continuing investment is essential to maintain and further enhance the relevance of the Group's portfolio. Across the portfolio of eight UK shopping centres, the Group has identified programmes of capital expenditure totalling approximately £40 million over the next three years from which the Group is targeting income returns of at least 10 per cent. over that period. The Group is also actively progressing a further £36 million of identified value-adding initiatives and is working on exciting masterplan developments for The Mall, Camberley and The Mall, Maidstone which would deliver transformational improvements to these centres.

The Group's current intention is to convert to a REIT at the earliest opportunity with a target date of 31 December 2014. The Group has conducted an initial analysis of the Group's eligibility for the REIT regime and, provided that the requisite level of Shareholders approve the Company buying back all the Deferred Shares currently in issue when the relevant resolution is put to Shareholders in due course, the Directors are not currently aware of any material issues which would prevent the Company from qualifying for REIT status.

The ultimate aim of the Directors is for the Group to become the leading dominant community shopping centre REIT in the UK.

Should the Group become a REIT, it will be required to distribute not less than 90 per cent of its earnings from qualifying activities as dividends to Shareholders. Irrespective of the timing or feasibility of such conversion to a REIT, the Directors intend for the Company to distribute the majority of its earnings to Shareholders as dividends. This policy will be adopted by the Group in respect of the first full financial year of ownership of the Mall Fund in the absence of conversion to a REIT. The Board believes, based on the Offer Price, that the Group has the ability to offer Shareholders a highly attractive dividend yield relative to the sector.

Investment by Directors

In aggregate, the Directors (including Pinelake International, a connected person of Louis Norval and Neno Haasbroek) intend to invest approximately £4.9 million in the Capital Raising.

Details of the Acquisition

In addition to the cash consideration payable under the Aviva Acquisition Agreement and the Karoo Acquisition Agreement, Aviva and Karoo will receive a share of the Mall Fund's income for the period from 1 April 2014 to Completion (to the extent not already paid prior to Completion), which will be paid to them upon distributions being made by the Mall Unit Trust if and at such time as the Mall Unit Trust is able to and resolves to pay such distributions.

The price to be paid by the Group pursuant to each of the Aviva Acquisition Agreement and the Karoo Acquisition Agreement will be £0.348889 per Unit, which is equal to the NAV per Unit as at 31 March 2014, as adjusted for the Mall Fund's interest rate swap liability and estimated performance fees at that date. There is a mechanism for adjusting the consideration upwards if the performance fee liability is less than estimated, and £0.012471 per Unit, being the estimated performance fees, will be paid by the Group into an escrow account for the purpose of that adjustment under each of the acquisition agreements. The Group's maximum additional liability pursuant to both the Aviva Acquisition Agreement and the Karoo Acquisition Agreement for such additional consideration is approximately £7.4 million in aggregate.

Accordingly, the aggregate cash consideration payable by the Group at Completion pursuant to the Aviva Acquisition Agreement and the Karoo Acquisition Agreement (including the amount to be paid into escrow) is approximately £213 million.

In addition, pursuant to an agreement entered into between the Capital & Regional Property Manager, the Company and the Aviva Sellers on 20 June 2014, the Capital & Regional Property Manager has agreed to rebate to the Aviva Sellers certain fees received by the Capital & Regional Property Manager under the Mall Property Management Agreement. The amount to be rebated is to be equal to the amount of the performance fee borne by the Aviva Sellers under the Aviva Acquisition Agreement by virtue of amounts being returned to the Group from amounts paid into escrow at Completion. The maximum amount payable by the Group pursuant to this agreement is £6.1 million.

On 20 June 2014, the Company, Capital & Regional (Europe Holding 5) Limited and Karoo entered into the Karoo Acquisition Settlement Letter pursuant to which they agreed that the obligations of Karoo to the Company to settle £34.6 million in respect of its subscription for the Karoo Subscription Shares under the Karoo Subscription Agreement and the obligation of Capital & Regional (Europe Holding 5) Limited to Karoo to settle £34.6 million of the cash consideration payable under the Karoo Acquisition Agreement would be settled and released by way of set off as between them and the Company without the transfer of cash.

Pursuant to a further agreement entered into on 12 June 2014 between the Company and Aviva Investors, in return for Aviva Investors agreeing that if the next performance fee due from the Mall Fund under the Mall Fund Management Agreement is triggered on or before 30 June 2015 it will be capped at the amount of £5.9 million (plus VAT), the Company has agreed to pay Aviva Investors a sum (together with any VAT chargeable thereon) equal to the amount (if any) by which the next performance fee payable under the Mall Fund Management Agreement, if triggered on or before 30 June 2015, is less than £5.9 million. The Capital & Regional Property Manager has also agreed that, if the next performance fee from the Mall Fund under the Mall Property Management Agreement is triggered on or before 30 June 2015, it will be capped at £5.9 million (plus VAT). Both of these agreements are conditional on Admission.

In addition, on 20 June 2014 Capital & Regional GP and the Aviva GP entered into the Mall GP Acquisition Agreement pursuant to which Capital & Regional GP will acquire the remaining 50 per cent. shareholding in Mall General Partner for an aggregate cash price of £77,712. The completion of the Mall GP Acquisition Agreement is conditional upon completion of the Aviva Acquisition Agreement.

Completion is conditional upon, inter alia, approval by Shareholders of the Resolutions and Admission as well as on those other matters set out in the Prospectus. The Company expects Completion to occur on 14 July 2014.

As the Acquisition is classified as a reverse takeover under the Listing Rules, upon Completion the listing on the premium listing segment of the Official List of all of the Existing Ordinary Shares will be cancelled, and application will be made for the immediate readmission of those Existing Ordinary Shares and the admission of the New Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective, and that dealings in the Existing Ordinary Shares and the New Ordinary Shares will commence at 8.00 a.m. on 14 July 2014. The number of Ordinary Shares which will be the subject of Admission will be 351,063,830 Ordinary Shares.

Amended and restated revolving credit facility

The Group have entered into the 2014 Amended and Restated Revolving Credit Facility which provides for the amendment and restatement of its existing revolving credit facility provided by the Lloyds Banking Group. The 2014 Amended and Restated Revolving Credit Facility includes, among other things, the following amendments:

· The revolving credit facility is increased to £50 million (separated into two tranches, the first £25 million being ''Tranche A'' and the second £25 million being ''Tranche B'').

· Tranche B is available on the condition that it is used for the Acquisition and that on completion the Group owns at least 80% of the entire issued Units of the Mall Fund.

· An arrangement fee of £625,000 will be payable on the drawdown of Tranche B.

· Interest on Tranche A is at a margin of 3.2% per annum above LIBOR. Tranche B at a margin of 4.2%. A non-utilisation fee of 45% of the applicable margin is payable.

· Any proceeds of the sale of any of the properties held by the Group's German Joint Venture or any sale of the Waterside Shopping Centre, Lincoln shall be used to reduce the facility limit to a minimum of £20 million until 31 December 2015.

· Tranche A is available until 31 July 2016 (but will be reduced to £20 million from 31 December 2015) and Tranche B until 31 December 2015.

Further details on the terms and conditions of the Capital Raising

The Firm Placing

J.P. Morgan Cazenove and Numis (the "Bookrunners"), as agents for the Company, have made arrangements to place the Firm Placed Shares (being 70,253,131 New Ordinary Shares or 20.0 per cent. of the Capital Raising) firm with Placees at the Offer Price. The Firm Placing is expected to raise approximately £33.0 million. The Firm Placed Shares are not subject to clawback and therefore do not form part of the Open Offer.

The Placing and Open Offer

The Open Offer is an opportunity for Qualifying Shareholders to acquire Open Offer Shares (being in aggregate 280,810,699 million New Ordinary Shares or 80.0 per cent. of the Capital Raising) by both subscribing for their respective Basic Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability, at the Offer Price in accordance with the terms of the Open Offer. The Open Offer is expected to raise approximately £132.0 million. Pursuant to the Underwriting Agreement, the Bookrunners, as agents for the Company, have made arrangements to conditionally place the Open Offer Shares (other than the Open Offer Shares constituting the Karoo Subscription Shares) with institutional investors at the Offer Price, subject to clawback in respect of valid applications being made by Qualifying Shareholders under the Open Offer.

The Company has agreed to issue the Karoo Subscription Shares (being 73,540,911 million Open Offer Shares or 26.2 per cent. of the Open Offer Shares) to Karoo at the Offer Price. Karoo has agreed to subscribe for such Karoo Subscription Shares using all of the cash consideration payable by the Group to Karoo at Completion under the terms of the Karoo Acquisition Agreement, on the basis that such Karoo Subscription Shares are not subject to clawback in respect of valid applications being made by Qualifying Shareholders under the Open Offer. However, as the Karoo Subscription Shares represent 99.9 per cent. of the number of New Ordinary Shares as certain members of the Parkdev Group have irrevocably undertaken not to apply for under the Open Offer pursuant to the terms of the Parkdev Group Irrevocable Undertaking, the issue of the Karoo Subscription Shares will not dilute the ownership interest of any Shareholder who takes up their Open Offer Entitlement in full.

Qualifying Shareholders will have a Basic Entitlement of:

53 Open Offer Shares for every 66 Existing Ordinary Shares

registered in the name of the relevant Qualifying Shareholder on the Record Date and so in proportion to any other number of Existing Ordinary Shares held.

Qualifying Shareholders may also apply, under the Excess Application Facility, for any whole number of Excess Shares up to a maximum of 13 Excess Shares for every 66 Existing Ordinary Shares registered in the name of the relevant Qualifying Shareholder on the Record Date.

Basic Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will not be allocated but will be aggregated and sold for the benefit of the Company.

In the event that valid acceptances are not received in respect of all of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares may be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility and, to the extent that there remain any unallocated Open Offer Shares, they will be placed under the Placing.

The Record Date for entitlements under the Open Offer for Qualifying Shareholders is 5.00 p.m. on 18 June 2014. Application Forms for Qualifying Non-CREST Shareholders are expected to be posted to Qualifying Non-CREST Shareholders on or around 23 June 2014 and Open Offer Entitlements are expected to be credited to stock accounts of Qualifying CREST Shareholders in CREST as soon as possible after 8.00 a.m. on 24 June 2014. The latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) is 11.00 a.m. on 8 July 2014 with Admission expected to take place at 8.00 a.m. on 14 July 2014.

The Firm Placing and the Placing and Open Offer are inter-conditional and conditional, among other things, on the approval of Shareholders, which will be sought at a General Meeting convened for 9 July 2014.

Participation in the Firm Placing does not prevent Firm Placees from acquiring Open Offer Shares, provided that such Firm Placee is a Qualifying Shareholder. Open Offer Entitlements attach only to Existing Ordinary Shares held by Qualifying Shareholders, as at the Record Date (being 5.00 p.m. on 18 June 2014) and not to the New Ordinary Shares. Karoo will not be participating in the Firm Placing or the Placing over and above its participation in the Karoo Subscription.

The Offer Price will be at a discount of 2.1 per cent. to the Closing Price as at 19 June 2014 (being the latest practicable date prior to the publication of this announcement).

Excess Application Facility

Subject to availability, the Excess Application Facility enables Qualifying Shareholders who have taken up their Basic Entitlement in full to apply for additional Open Offer Shares in addition to their Basic Entitlements up to a maximum of 13 Excess Shares for every 66 Existing Ordinary Shares held by them at the Record Date. Qualifying Non-CREST Shareholders who wish to apply to subscribe for more than their Basic Entitlement should complete the relevant sections on the Application Form. Qualifying CREST Shareholders will have Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer to paragraph 4 of Part IV (Terms and Conditions of Capital Raising) of the Prospectus for information on how to apply for Excess Shares pursuant to the Excess Application Facility. Applications under the Excess Application Facility may be allocated in such manner as the Directors determine, in their absolute discretion, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.

Application procedure under the Open Offer

Qualifying Shareholders may apply for any whole number of Open Offer Shares subject to the limit on applications under the Excess Application Facility referred to above. The Basic Entitlement, in the case of Qualifying Non-CREST Shareholders, is equal to the number of Basic Entitlements as shown in Box 7 on their Application Form or, in the case of Qualifying CREST Shareholders, is equal to the number of Basic Entitlements standing to the credit of their stock account in CREST.

Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their Basic Entitlements.

Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Basic Entitlement and also in respect of their Excess CREST Open Offer Entitlement as soon as possible after 8.00 a.m. on 24 June 2014.

Application will be made for these Basic Entitlements and Excess CREST Open Offer Entitlements to be admitted to CREST. It is expected that these Basic Entitlements and Excess CREST Open Offer Entitlements will be admitted to CREST at 8.00 a.m. on 24 June 2014. These Basic Entitlements and Excess CREST Open Offer Entitlements will also be enabled for settlement in CREST at 8.00 a.m. on 24 June 2014. Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Qualifying CREST Shareholders should note that, although their Basic Entitlements and Excess CREST Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under 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 raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that their Application Form is not a negotiable document and cannot be traded.

Conditionality

The Capital Raising is fully underwritten by the Bookrunners pursuant to the Underwriting Agreement other than in relation to Karoo's subscription for the Karoo Subscription Shares. The principal terms of the Underwriting Agreement which was entered into on 20 June 2014, including insofar as it relates to the conditionality of the Capital Raising, will be summarised in paragraph 16 of Part XVI (Additional Information) of the Prospectus.

Admission

The Open Offer Shares, the Placing Shares and the Firm Placed Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.

Application will be made to the UK Listing Authority and the London Stock Exchange for the Open Offer Shares, the Placing Shares and the Firm Placed Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. on 14 July 2014.

Current trading and future prospects of the Group

On 5 March 2014, the Company announced its results for 2013. The Company commented that the Group continued to make significant progress in the execution of its strategy and that this was reflected by a six per cent. increase in net asset value per share from 2012, a return to profitability, with profit before tax for the year of £9.3 million, and the resumption of dividend payments. The Company also noted that, with a much strengthened financial position, the Group will be focusing its financial resources and management skills on investing in and actively managing a portfolio of dominant community shopping centres in the UK, building on its proven track record of recycling capital.

On 16 May 2014, the Company issued its Interim Management Statement which contained the quarterly valuation of the Mall Fund as at 31 March 2014. This showed the valuation of properties within the Mall Fund was £684.7 million, the same as at 31 December 2013, reflecting an underlying decline in value of 0.2 per cent. net of capital expenditure incurred during the quarter ended 31 March 2014. The Company also reported that its portfolio of eight UK shopping centre interests had secured £1.6 million of new lettings and lease renewals, with the lettings achieved at 2.1 per cent. above estimated rental values. A further £2 million of lettings and renewals was expected in the quarter ending 30 June 2014. The Company also reported that footfall in these eight UK shopping centres for the first four months of 2014 had increased 2.4 per cent. compared to the same period in 2013.

The Directors believe that sentiment is improving in both the investment and tenant markets and, as occupiers are more confident, this will translate into strong lettings. In the light of this improving market, the Company expects its asset management programme and improving sentiment to deliver some growth in capital values in the current quarter.

Prospectus

A Prospectus is expected to be published shortly containing full details of how Shareholders can participate in the Open Offer. Copies of the Prospectus will be available from the registered office of Capital & Regional at 52 Grosvenor Gardens, London, SW1W 0AU during normal business hours on any weekday (except Saturdays, Sundays and public holidays) from the date of its publication until Admission.

Expected timetable of principal events

________________

Notes:

(1) The times and dates set out in the expected timetable of principal events above and mentioned in this announcement are subject to change by the Company, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, to Shareholders.

(2) Any reference to a time in this announcement is to London time, unless otherwise specified.

Further financial information on the Mall Fund

Given the importance of the Mall Fund to the Group, the Board has historically published a significant level of financial information, and associated commentary, in respect of the Mall Fund on a stand-alone basis. As the Company is now contemplating a reverse takeover, the Company is required to ensure investors have sufficient information regarding the target of the Acquisition in order to avoid a suspension of the Company's shares.

In accordance with LR 5.6.15 (1) (a) and (b) (as the Mall Fund is not subject to a public disclosure regime) the Company has provided income statement and balance sheet information prepared on an IFRS basis in respect of the Mall Limited Partnership on a stand-alone basis within its Annual Reports disclosed below (the "Financial Reports"). The financial information in respect of the Mall Unit Trust is not included in the Financial Reports, however the Mall Unit Trust financials are immaterial in relation to the Mall Fund.

Annual Report and Accounts for the year ended 30 December 2013 (p. 104):

http://capreg.com/userfiles/files/Financial-reports/C-R-AR2013-web.pdf

Annual Report and Accounts for the year ended 30 December 2012 (p. 81):

http://capreg.com/userfiles/files/Financial-reports/C-R-Annual-Report-2012.pdf

Annual Report and Accounts for the year ended 30 December 2011 (p. 86):

http://www.capreg.com/userfiles/files/Financial-reports/AnnualReport2011.pdf

In addition, these Financial Reports include disclosure and associated commentary in respect of key non-financial operating and performance measures as required by LR 5.6.15 (2). The Company also publishes via RNS the quarterly valuations in respect of the Mall Fund. The valuations from the last 12 months are set out below:

Quarterly Mall Fund Valuation as at 31 March 2014:

http://online.hemscottir.com/ir/cal/ir.jsp?page=news-item&item=1765302425616384

Quarterly Mall Fund Valuation as at 31 December 2013:

http://online.hemscottir.com/ir/cal/ir.jsp?page=news-item&item=1675082342596608

Quarterly Mall Fund Valuation as at 30 September 2013:

http://online.hemscottir.com/ir/cal/ir.jsp?page=news-item&item=1616954255212544

Quarterly Mall Fund Valuation as at 30 June 2013:

http://online.hemscottir.com/ir/cal/ir.jsp?page=news-item&item=1551116701532160

The Financial Reports do not include stand-alone cash flow information in respect of the Mall Fund. Accordingly, set out below are the cash flow statements from the consolidated audited financial statements of The Mall Limited Partnership for the years ended 31 December 2013, 2012 and 2011 to satisfy LR 5.6.15 1 (c). It should be noted that this cash flow information has been prepared on a UK GAAP basis. The differences in the cash flow statement shown below and that which would be presented under IFRS are presentational in nature only and there are no material differences between the two formats.

In accordance with Listing Rule 5.6.15 (3), the Directors confirm that they consider that this announcement contains sufficient information about the business of the Mall Fund to provide a properly informed basis for assessing its financial position.

A member of the Group is currently the property and asset manager of the Mall Fund. This ensures that the Group is informed of, and well positioned to understand, developments in respect of the Mall Fund. The property management agreement with the Mall Fund specifically allows disclosure of information relating to the Mall Fund which is required to be disclosed by applicable law and regulation, thereby enabling the Company to comply with LR 5.6.18.

IMPORTANT NOTICES

The information contained in this announcement is not for release, publication or distribution to persons in Australia, Canada, Germany, Japan, the Republic of South Africa or the United States or in any jurisdiction where to do so would breach any applicable law. The New Ordinary Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws. No public offer of the New Ordinary Shares is being made by virtue of this announcement into Australia, Canada, Germany, Japan, the Republic of South Africa or the United States or any other jurisdiction outside the United Kingdom in which such offer would be unlawful.

The New Ordinary Shares, the Open Offer Entitlements and the Excess CREST Open Offer Entitlements have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States or qualified for distribution under any applicable securities laws in any of the Excluded Territories. Accordingly, save for certain limited exceptions at the sole discretion of the Company, the New Ordinary Shares, the Open Offer Entitlements and Excess CREST Open Offer Entitlements are being offered only outside of the United States in offshore transactions in reliance on Regulation S ("Regulation S") under the Securities Act. The New Ordinary Shares, the Open Offer Entitlements and the Excess CREST Open Offer Entitlements may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, within the United States (as defined in Rule 902 under Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

This announcement has been issued by and is the sole responsibility of the Company.

J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA in the United Kingdom, and Numis, which is authorised and regulated by the FCA in the United Kingdom, are acting exclusively for Capital & Regional and no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Capital & Regional for providing the protections afforded to respective clients of J.P. Morgan Cazenove and Numis nor for giving advice in relation to the contents of this announcement or any matters referred to herein.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements. The issuer does not intend to register any part of the present offering in the United States.

APPENDIX

The following definitions apply in this document unless the context requires otherwise: