Last checked at 9 Jul 2014 07:00
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.
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.
9 July 2014
Capital & Regional plc
("Capital & Regional" or the "Company")
Result of Firm Placing and Placing and Open Offer
On 20 June 2014, Capital & Regional, the specialist retail property company, announced the details of a proposed acquisition of 62.56 per cent. of units in the Mall Fund and a proposed capital raising to raise gross proceeds of £165 million (approximately £158 million net of expenses of the Acquisition and the Capital Raising) by the issue of 351,063,830 New Ordinary Shares in aggregate through a Firm Placing and Placing and Open Offer at an Offer Price of 47 pence per New Ordinary Share.
Result of Firm Placing and Placing and Open Offer
- The Open Offer has now closed in accordance with its terms. Capital & Regional announces that it has received valid acceptances under the Open Offer in respect of 96,172,626 Open Offer Shares. Valid acceptances under the Open Offer and the Karoo Subscription Shares represent approximately 60.4 per cent of the Open Offer Shares.
- The remaining 111,097,162 Open Offer Shares were taken up pursuant to the Placing.
- In addition to the Placing and Open Offer, a further 70,253,131 New Ordinary Shares will be issued through the Firm Placing.
The Firm Placing and Placing and Open Offer remain conditional upon shareholder approval and the Underwriting Agreement becoming unconditional in all respects and Admission. The result of the shareholder vote will be announced following completion of the General Meeting to be held later today at 2.00 p.m. It is expected that Admission will become effective, and dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 14 July 2014.
New Ordinary Shares in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 14 July 2014, and definitive share certificates for the New Ordinary Shares in certificated form are expected to be dispatched on or around 21 July 2014.
The aggregate number of Ordinary Shares in issue following Admission will be 700,752,626.
Capitalised terms used in this announcement shall have the meanings as set out in the prospectus published by the Company on 23 June 2014.
For further information, please contact:
Capital & Regional plc Hugh Scott-Barrett, Chief Executive Charles Staveley, Group Finance Director
| +44 (0)20 7932 8000 |
J.P. Morgan Cazenove (Joint Sponsor and Bookrunner) Robert Fowlds Paul Hewlett Barry Meyers
| +44 (0)20 7742 4000 |
Numis Securities (Joint Sponsor and Bookrunner) Heraclis Economides Andrew Holloway Ben Stoop
| +44 (0)20 7260 1000 |
FTI Consulting Stephanie Highett Richard Sunderland Aleka Bhutiani
| +44 (0)20 3727 1000 |
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 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 have been 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 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.
Notes to editors:
About Capital & Regional plc
Capital & Regional is a specialist property company with a strong track record of delivering value enhancing retail and leisure asset management opportunities across a £1.2 billion portfolio, primarily in town centre shopping centres.
Capital & Regional acts as Property and Asset Manager for the Mall and currently holds 29.3% of this fund. As announced on 20 June 2014, subject to shareholder approval and certain other conditions being met, C&R has agreed to acquire a further 62.56% interest which would take its total interest in the Mall to 91.82%.
Capital & Regional & Ares Management (formerly known as AREA Property Partners) each hold a 50% interest in a German retail property portfolio which is managed by Garigal Asset Management GmbH, in which Capital & Regional holds a 30% interest.
Capital & Regional also has a number of other joint ventures.
For further information seewww.capreg.com