Last checked at 7 Sep 2009 12:29
Capital & Regional plc
Result of Firm Placing and Placing and Open Offer andResult of General Meeting held on 7 September 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN.
Result of Firm Placing and Placing and Open Offer
On 20 August 2009, the Board of Capital & Regional plc (the "Company") announced its intention to raise gross proceeds of £69.2 million by way of a Firm Placing and Placing and Open Offer of New Ordinary Shares in the Company. The Parkdev Firm Placees agreed to subscribe for 89,000,000 Parkdev Firm Placed Shares at a Parkdev Firm Placing Price of 26.4 pence per New Ordinary Share. Firm Placees agreed to subscribe for 47,565,955 Firm Placed Shares at a Firm Placing Price of 24 pence per New Ordinary Share. The 142,697,866 Open Offer Shares were subject to clawback in respect of valid applications by Qualifying Shareholders at the Open Offer Issue Price of 24 pence per New Ordinary Share under the Open Offer. The Parkdev Firm Placed Shares and the Firm Placed Shares were not subject to clawback and were not part of the Open Offer.
The Open Offer closed for acceptance at 11.00 a.m. on 4 September 2009. The Company is pleased to announce that it has received valid acceptances in respect of 122,224,792 Open Offer Shares from Qualifying Shareholders. This represents approximately 85.65 per cent. of the Open Offer Shares offered. The remaining 20,473,074 Open Offer Shares, representing 14.35 per cent. of the Open Offer Shares, have been allocated to conditional placees with whom they had been conditionally placed.
Result of General Meeting held on 7 September 2009
Capital & Regional plc is also pleased to announce that, at a General Meeting of the Company held on 7 September 2009, all of the resolutions set out in the Company's Notice of General Meeting dated 20 August 2009 were duly passed on a show of hands. The full text of the resolutions and Notice of General Meeting is set out in the prospectus published by the Company on 20 August 2009 in relation to the Firm Placing and Placing and Open Offer and may be obtained from the Company's website, www.capreg.com.
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 71,348,933 ordinary shares with voting rights in issue.
| Resolution number | For | Against | Discretionary (see note 1) | Votes Withheld | Total proxy votes cast |
| Number of shares | Number of shares | Number of shares | Number of shares | ||
| 1 | 38,955,547 | 16,628 | 94,838 | 62,700 | 39,129,713 |
| 2 | 38,840,302 | 130,873 | 95,838 | 62,700 | 39,129,713 |
| 3 | 38,949,028 | 19,012 | 95,838 | 65,835 | 39,129,713 |
| 4 | 38,955,547 | 16,628 | 94,838 | 62,700 | 39,129,713 |
| 5 | 38,839,340 | 131,835 | 95,838 | 62,700 | 39,129,713 |
| 6 | 38,952,285 | 17,590 | 95,838 | 64,000 | 39,129,713 |
The authority granted to the directors of the Company pursuant to Resolution 2, to allot relevant securities up to an amount of £1,157,022, amounts to one-third of the Company's enlarged issued ordinary share capital post the Capital Reorganisation and the Capital Raising.
The directors of the Company confirm that they will not use the disapplication of pre-emption rights authority granted to them pursuant to Resolution 3, which disapplies statutory pre-emption rights in relation to the allotment of equity securities otherwise than in connection with a pre-emptive issue, to issue equity securities with a nominal value exceeding £175,306, representing five per cent. of the Company's enlarged issued ordinary share capital, taking account of the Capital Reorganisation.
The Firm Placing and Placing and Open Offer remain conditional upon, amongst other things, Admission. The Capital Reorganisation is expected to be implemented by 8.00 a.m. on 8 September 2009. Admission is expected to occur and dealings in the New Ordinary Shares are expected to commence on the London Stock Exchange at 8.00 a.m. on 10 September 2009. Thereafter, the Company will have a total of 350,612,754 Ordinary Shares in issue. The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares.
The New Ordinary Shares (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 10 September 2009 and definitive share certificates for the New Ordinary Shares are expected to be despatched to certificated shareholders by 14 September 2009.
Notes to the disclosure:
1. Where shareholders have appointed the Chairman of the meeting as their proxy with discretion as to voting those votes have been cast in favour of all of the resolutions.
2. It should be noted that the appointment of a proxy is not an unequivocally precise indicator of the way that the shareholder would have voted on a poll, it merely reflects their intention at the time the instruction was given. Voting instructions can be changed at any time prior to a poll being completed, and a shareholder having lodged a proxy appointment, is still entitled to attend the meeting and, having heard/participated in the debate, vote their shares themselves as they see fit.
3. Capitalised terms not otherwise defined herein shall have the meaning given to them in the Company's prospectus dated 20 August 2009.
In accordance with the UK Listing Authority's Listing Rules, a copy of the resolutions passed will shortly be available to the public for inspection at the UK Listing Authority's Document Viewing Facility which is situated at The UK Listing Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
This announcement should be read in conjunction with the full text of the prospectus published by the Company on 20 August 2009. Copies of the prospectus are available at the UK Listing Authority's Document Viewing Facility and on the Company's website at www.capreg.com.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF RELEVANT SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This Announcement has been prepared by Capital & Regional Plc whose registered office is at 10 Lower Grosvenor Place, London, SW1W 0EN, United Kingdom. The Company is registered in England and Wales with registered no.1399411. Each of J.P. Morgan Cazenove Limited ("J.P. Morgan Cazenove") and Credit Suisse Securities (Europe) Limited ("Credit Suisse") (together, the "Banks"), is authorised and regulated in the United Kingdom by the FSA and is acting exclusively for the Company in connection with the Capital Raising and not for any other person and will not be responsible to any other person for providing the protections afforded to their respective customers, or for providing advice in relation to the Capital Raising, or for the contents of or matters referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Banks by FSMA or the regulatory regime established thereunder, none of the Banks accepts any responsibility whatsoever for the contents of this Announcement including its accuracy, completeness or verification or for any other statement in connection with the Company, the New Ordinary Shares or the Capital Raising, and nothing in this Announcement is, or shall be relied upon as, a promise, warranty or representation in any such respect. Accordingly, each of the Banks disclaim, to the fullest extent permissible by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which any of them might otherwise have in respect of this Announcement.
The information contained herein is not for publication or distribution, directly or indirectly, to US Persons (as defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")) or in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities to or by US Persons or in the United States. The securities referred to herein (the "Securities") have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States. These materials do not contain or constitute an offer to sell or a solicitation of an offer to purchase any securities to or by US Persons or in the United States, Australia, Canada, Japan, South Africa or the United Kingdom.
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For further information:
Capital & Regional
Hugh Scott-Barrett, Chief Executive Tel: 020 7932 8121
Charles Staveley, Group Finance Director Tel: 020 7932 8910
Maitland
Emma Burdett Tel: 020 7 379 5151