Cardiff Property Regulatory News (CDFF)

12 Jan 2006 13:13

Cardiff Property PLC12 January 2006 THE CARDIFF PROPERTY PUBLIC LIMITED COMPANY AND ITS SUBSIDIARIES FOR IMMEDIATE RELEASE 12 JANUARY 2006 The group, including Campmoss, specialises in property investment anddevelopment in the Thames Valley. The portfolio, valued in excess of £33m, isprimarily located to the west of London, close to Heathrow Airport and in Surreyand Berkshire. Result of Extraordinary General Meeting ("EGM") - approval of waivers under Rule 9 of the City Code on Takeovers and Mergers ("City Code") At the Company's Annual General Meeting ("AGM") held today, 12 January 2006,shareholders renewed the Company's authority to purchase up to 14.99 per cent.of its issued share capital (representing, in this instance, 266,000 ordinaryshares of 20p each in the Company ("Shares")) ("the Authority"). If during theperiod of the Authority the Company purchases all such Shares, for cancellationor treasury, the Shares currently held by members of the Concert Party(comprising Mr J R Wollenberg and members of his family) would, in aggregate,comprise over 30 per cent. of the remaining Shares in issue. This would obligethe Concert Party to make a mandatory offer for the remaining Shares in issueand not then owned by them under Rule 9 and Rule 37 of the City Code, unless aspecific waiver of such obligation had been obtained from the Takeover Panel("the Panel") and approved by the shareholders (excluding the Concert Party("Independent Shareholders"). Following the approval by the Independent Shareholders on a poll of Resolution 1at the EGM, which followed today's AGM, the Panel has agreed to waive thisobligation in the event that the Concert Party's aggregate holding of 531,298Shares increases to 30 per cent. or more of the Shares then in issue (subject toa maximum of 35.21 per cent.) provided that any increase in such holding to 30per cent. or more arises only as a result of the Company purchasing Sharespursuant to the Authority. In addition, Mr J R Wollenberg holds existing options over 30,000 Shares whichare currently exercisable. These options were granted at a time when theirexercise would not have resulted in the Concert Party holding 30 per cent. ormore of the Shares then in issue and therefore Independent Shareholder approvalof a Rule 9 waiver was not sought at the date of grant. Therefore, following theapproval by the Independent Shareholders on a poll of Resolution 2 at the EGM,the Panel has agreed to waive the obligation on the Concert Party or any memberthereof to make a mandatory offer for the Company in the event that the ConcertParty's aggregate holding of up to 561,298 Shares increases to 30 per cent. ormore of the Shares then in issue (subject to a maximum of 36.47 per cent.)provided that any increase in such holding to 30 per cent. or more arises onlyas a result of the Company purchasing Shares pursuant to the Authority and/orthe exercise of the said outstanding options. The Board believes that in its current position the purchase by the Company ofits own Shares would represent good use of the Company's available cashresources, and, by increasing earnings per share and net asset value per Share,will maximise shareholder value. The Board also believes that the Company has sufficient resources for thepurchase of up to 266,000 of the issued Shares that may be made pursuant to theAuthority. 12 January 2006 For further information: The Cardiff Property plc Richard Wollenberg 01784 437444 Beaumont Cornish Limited Roland Cornish 020 7 628 3396 This information is provided by RNS The company news service from the London Stock Exchange