Last checked at 9 Jul 2014 15:20
9 July 2014
Capital & Regional plc (the "Company")
Shareholder approval of Acquisition of 62.56% of Units in the Mall Fund and Firm Placing and Open Offer to raise £165 million
Capital & Regional plc announces that at a General Meeting of the Company, duly convened and held today at 2:00 p.m., the resolutions as set out in the Notice of General Meeting which were included in the Prospectus dated 23 June 2014 were passed on a show of hands.
Proxies were received by the Company from shareholders in advance of the meeting as set out in the table below. The Company has a total of 349,688,796 ordinary shares with voting rights in issue.
Resolution | For | Against | Discretionary | Total Votes Cast | For/ Discretionary as % of Total Shares Voted |
1 - To approve the Acquisition (as defined in the Circular). | 304,578,688 | 104,405 | 11,468 | 304,694,561 | 99.97% |
2 - To approve the Karoo Acquisition Agreement (as defined in the Circular). | 202,457,585 | 104,405 | 11,468 | 202,573,458 | 99.95% |
3 - To approve Karoo's participation in the Placing and entry into the Karoo Subscription Agreement and the Karoo Acquisition Settlement Letter (such terms as defined in the Circular). | 202,457,585 | 104,405 | 11,468 | 202,573,458 | 99.95% |
4 - To approve the Karoo Acquisition Agreement for the purposes of section 190 of the Companies Act 2006. | 304,578,688 | 104,405 | 11,468 | 304,694,561 | 99.97% |
5 - To authorise the Directors to allot ordinary shares in connection with the Capital Raising. | 304,578,688 | 104,405 | 11,468 | 304,694,561 | 99.97% |
6 - To authorise the waiver of statutory pre-emption in connection with the allotment of ordinary shares in connection with the Capital Raising. | 304,578,688 | 104,405 | 11,468 | 304,694,561 | 99.97% |
Following shareholder approval the principal remaining conditions precedent for completion of the transaction are completion of the Capital Raising and admission of the New Ordinary Shares. 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.
Commenting on the result of the General Meeting, Hugh Scott-Barrett, Chief Executive of Capital & Regional, said:
"I am delighted that shareholders have demonstrated such strong support for this transformational transaction for the Company."
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 |
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 certain 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 see www.capreg.com