Wrap Text
Results of general meeting and update on partial offer
CAPITAL & REGIONAL PLC
(Incorporated in the United Kingdom)
(UK company number 01399411)
LSE share code: CAL JSE share code: CRP
ISIN: GB0001741544
LEI: 21380097W74N9OYF5Z25
("Capital & Regional" or "the Company")
RESULTS OF GENERAL MEETING AND UPDATE ON PARTIAL OFFER
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Capital & Regional plc announces that at a General Meeting of the Company held on 26 November 2019 to consider
the recommended substantial investment by Growthpoint in Capital & Regional through a Partial Offer and Share
Subscription (the “Proposed Transaction”) all of the resolutions set out in the Company's Notice of General Meeting
dated 7 November 2019 and put to shareholders were duly passed on a poll with the results as stated below.
Resolution number For % For Against % Total Shares % Votes
Against Voted Shares Withheld
Voted
1 - To allot securities 544,717,503 97.79% 12,316,266 2.21% 557,033,769 76.58% 1,455,988
2 - To approve the Partial 543,773,263 97.41% 14,470,081 2.59% 558,243,344 76.75% 246,413
Offer and the grant of a
waiver of any requirement
under Rule 9 of the City
Code on Takeovers and
Mergers
3 - To approve the share 556,204,758 99.85% 829,912 0.15% 557,034,670 76.58% 1,455,088
consolidation
4 – To dis-apply pre- 544,036,435 97.67% 12,974,190 2.33% 557,010,625 76.58% 1,479,132
emption rights
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 A vote withheld is not a vote in law and is not counted in the calculation of the proportion of the votes “for”
and “against” a resolution.
As at the close of business on 25 November 2019, being the last day for registration of shareholdings before the General
Meeting, the Company had a total of 727,389,117 ordinary shares in issue each carrying one vote and therefore the total
number of voting rights in respect of the General Meeting was 727,389,117.
To become effective, the Proposed Transaction now requires sufficient acceptances to be received from Capital &
Regional Shareholders such that 219,786,924 of the Company’s existing ordinary shares are tendered into the Partial
Offer, representing approximately 30.2% of the entire issued share capital. Procedures for acceptance of the Partial Offer
are set out below in the “Action required” section. The First Closing Date for the Partial Offer is 1:00 p.m. (London
time) on Thursday 28 November 2019.
Following completion of the Proposed Transaction, Growthpoint (or its Nominee(s)) will hold 531,238,182 ordinary
shares (51.1 per cent.) in Capital & Regional.
Hugh Scott-Barrett, Chairman of Capital & Regional commented:
“It is very pleasing to see such strong shareholder support for the Proposed Transaction, endorsing the Board’s view
that this will provide a transformational catalyst for the future growth of Capital & Regional.”
Action required
To accept the Partial Offer in respect of certificated Capital & Regional Shares, Qualifying Capital & Regional
Shareholders registered on the UK Register must complete, sign and return the Form of Acceptance, together with their
share certificate(s) and/or any other documents of title, as soon as possible and, in any event, so as to be received by
Equiniti, the UK Receiving Agent, no later than 1.00 p.m. (London time) on 28 November 2019.
To accept the Partial Offer in respect of Capital & Regional Shares held through CREST, Qualifying Capital & Regional
Shareholders registered on the UK Register should make their acceptances electronically through CREST so that the
TTE Instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 28 November
2019. If you are a CREST sponsored member, you should contact your CREST sponsor as only your CREST sponsor
will be able to send the necessary TTE Instruction to Euroclear on your behalf.
To accept the Partial Offer in respect of Capital & Regional Shares held in dematerialised form through the STRATE
system with "own name" registration or without "own name" registration, Qualifying Capital & Regional Shareholders
registered on the South African Register should, within the time period required by the Central Securities Depositary
Participant ("CSDP") or broker or as stipulated by the terms of the custody agreement entered into between such Capital
& Regional Shareholder and their CSDP or broker, provide their CSDP or broker with their acceptances in accordance
with the terms of such custody agreement, so that the CSDP or broker can take the necessary steps to notify the South
African Transfer Secretary as soon as possible and in any event by no later than 1.00 p.m. (London time) (3.00 p.m.
South African time) on 28 November2019.
A copy of the Offer Document, Prospectus and further Forms of Acceptance may be obtained, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, from the Investor Information section of the
Company’s website or by contacting the relevant Receiving Agent (being either Equiniti, the UK Receiving Agent, at
Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom or Link
Market Services, the South African Transfer Secretary, at P.O. Box 4844, Johannesburg, 2000, South Africa; physical
address: 13th Floor, 19 Ameshoff Street, Braamfontein, Johannesburg, 2000, South Africa) or by telephoning the
relevant Receiving Agent on the appropriate Shareholder Helpline, as follows:
- Equiniti, the UK Receiving Agent, on 0333-207-5963 for Capital & Regional Shareholders registered on the
UK Register calling from within the UK (or +44 121-415-0088 for Capital & Regional Shareholders registered
on the UK Register calling from outside the UK). Lines are open from 8.30 a.m. to 5.30 p.m. (London time)
Monday to Friday (except English and Welsh public holidays); or
- Link Market Services, the South African Transfer Secretary, on 0861-472-644 for Capital & Regional
Shareholders registered on the South African Register calling from within South Africa (or (+27) 011 029 0112
for Capital & Regional Shareholders registered on the South African Register calling from outside South
Africa). Lines are open between 8.00 a.m. and 4.30 p.m. (South African standard time) Monday to Friday
(except South African public holidays).
A copy of the resolutions passed at the General Meeting has been submitted to the National Storage Mechanism in
accordance with Listing Rule 9.6.2.
Unless otherwise defined, all capitalised terms in this announcement (the “Announcement”) shall have the meaning
given to them in the Offer Document dated 7 November 2019.
For further information:
Capital & Regional + 44 (0) 20 7932 8000
Lawrence Hutchings, Chief Executive Officer
Stuart Wetherly, Group Finance Director
Numis (Sponsor, Rule 3 and joint financial adviser to Capital & Regional) + 44 (0) 20 7260 1000
Heraclis Economides
Ben Stoop
Oliver Hardy
George Fry
J.P. Morgan Cazenove (Joint financial adviser to Capital & Regional) +44 (0) 20 7742 4000
Paul Hewlett
Leon Li
Henry Capper
Paul Pulze
FTI Consulting (PR adviser to Capital & Regional) + 44 (0) 20 3727 1000
Richard Sunderland
Methuselah Tanyanyiwa
Claire Turvey
capreg@fticonsulting.com
Java Capital Trustees and Sponsors (JSE sponsor to Capital & Regional) + 27 (0) 11 722 3050
Important Notices
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P.
Morgan Cazenove"), is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom. J.P.
Morgan Cazenove is acting exclusively as financial adviser to Capital & Regional and no-one else in connection with
the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set
out in this Announcement and will not be responsible to anyone other than Capital & Regional for providing the
protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents
of this Announcement or any other matter referred to in this Announcement.
Numis Securities Limited ("Numis"), which is authorised and regulated by the FCA in the United Kingdom, is acting
exclusively for Capital & Regional and no-one else in connection with the Partial Offer and any other matters referred
to in this Announcement, and will not regard any other person as its client in relation to such matters and will not be
responsible to anyone other than Capital & Regional for providing the protections afforded to clients of Numis or for
providing advice in relation to the Partial Offer, the contents of this Announcement or any other matter referred to in
this Announcement.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase
any securities or the solicitation of an offer to buy any securities, pursuant to the Partial Offer or the Share Subscription
or otherwise. The Partial Offer is being made solely pursuant to the terms of the Offer Document which contains the
full terms and conditions of the Partial Offer, and in the case of ordinary shares held in certificated form on the UK
Register, the Form of Acceptance. Any decision or acceptance in relation to the Partial Offer should be made only on
the basis of the information contained in the Offer Document and Form of Acceptance (if applicable). Shareholders are
advised to read carefully the Offer Document and Form of Acceptance (if applicable).
This announcement has been prepared for the purpose of complying with English law and the City Code 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 of jurisdictions outside the United Kingdom.
Overseas Shareholders
The information contained herein is not for release, distribution or publication, directly or indirectly, in or into Australia,
Canada, Japan, New Zealand, the United States, or any other jurisdiction where the relevant action would constitute a
violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any
governmental or other consent or any registration, filing or other formality which the Company regards as unduly
onerous (each a "Restricted Jurisdiction"). The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements.
Unless otherwise determined by Growthpoint or required by the City Code, and permitted by applicable law and
regulation, the Partial Offer is not being made, directly or indirectly, in, into or from, by use of the mails of, or by any
other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of foreign or interstate commerce of, or any facilities of a national,
state or other securities exchange of, any Restricted Jurisdiction, and shall not be capable of acceptance by any such use,
means, instrumentality or facility or from or within any Restricted Jurisdiction. Accordingly, copies of the Offer
Document, the Form of Acceptance and any related documents have not been (unless determined otherwise by
Growthpoint in its sole discretion or required by the City Code, and permitted by applicable law and regulation), and
must not be, directly or indirectly mailed, transmitted or otherwise forwarded, distributed, sent or otherwise made
available (including, without limitation, by agents, custodians, nominees or trustees) in, into or from a Restricted
Jurisdiction, and persons receiving the Offer Document and/or Form of Acceptance and/or any related documents
(including, without limitation, agents, custodians, nominees and trustees) should observe these restrictions and must not
mail or otherwise forward, distribute, send or otherwise make them available in, into or from such jurisdiction.
Forward looking statements
This announcement (including information incorporated by reference into this announcement), any oral statements made
by Capital & Regional in relation to the Partial Offer and other information published by Capital & Regional may
contain statements about the Company, Growthpoint and the Proposed Transaction that are or may be forward looking
statements. All statements other than statements of historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or followed by or that include the words "targets",
"plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", hopes",
"continues", "would", "could", "should" or words or terms of similar substance or the negative thereof, are forward
looking statements.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and/or
the operations of Capital & Regional and are based on certain assumptions and assessments made by Capital & Regional
in light of their experience and their perception of historical trends, current conditions, future developments and other
factors they believe appropriate.
Although it is believed that the expectations reflected in such forward looking statements are reasonable, no assurance
can be given that such expectations will prove to have been correct and you are therefore cautioned not to place reliance
on these forward looking statements which speak only as at the date of this Announcement. Neither Capital & Regional,
nor any of their respective members, directors, officers, employees, advisers and any person acting on behalf of one or
more of them assumes any obligation to update or correct the information contained in this Announcement (whether as
a result of new information, future events or otherwise) except as required by applicable law (including as required by
the City Code, the Listing Rules and the Disclosure Guidance and Transparency Rules).
There are several factors which could cause actual results to differ materially from those expressed or implied in forward
looking statements. Among the factors that could cause actual results to differ materially from those described in the
forward looking statements are changes in the global, political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax rates and future business acquisitions or disposals. Such
statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
No member of Capital & Regional, nor any of their respective associates, directors, officers, employees or advisers,
provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror
is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30
p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent
that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire
or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed
to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure.
Publication on Website
In accordance with Rule 26.1 of the City Code, a copy of this announcement will be published (subject to certain
restrictions relating to persons resident in restricted jurisdictions) at www.growthpoint.co.za and www.capreg.com by
no later than 12 noon (London time) on the business day following this announcement. The content of the websites
referred to above is not incorporated into and does not form part of this announcement.
26 November 2019
JSE sponsor
Java Capital
Notes to editors:
About Capital & Regional
Capital & Regional is a UK focused specialist property REIT with a strong track record of delivering significant value
enhancing retail and leisure asset management opportunities across its portfolio of in-town dominant
community shopping centres. Capital & Regional is listed on the main market of the London Stock Exchange and has
a secondary listing on the Johannesburg Stock Exchange.
Capital & Regional owns seven shopping centres in Blackburn, Hemel Hempstead, Ilford, Luton, Maidstone,
Walthamstow and Wood Green. Capital & Regional manages these assets through its in-house expert property and
asset management platform.
For further information see www.capreg.com.
Date: 26-11-2019 01:30:00
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