TIDMCAL
RNS Number : 9803I
Capital & Regional plc
10 August 2023
10 August 2023
UK company number 01399411
LSE share code: CAL
JSE share code: CRP
ISIN: GB00BL6XZ716
LEI: 21380097W74N9OYF5Z25
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, TRANSMISSION,
DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART IN, INTO OR FROM THE UNITED STATES AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATION OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT
DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN
RELATION TO SHARES IN THE COMPANY EXCEPT ON THE BASIS OF
INFORMATION IN THE PROSPECTUS WHICH IS TO BE PUBLISHED.
CAPITAL & REGIONAL PLC
("Capital & Regional" or the "Company" or the "Group")
Publication of Prospectus
Capital & Regional (LSE: CAL), the UK focused REIT with a
portfolio of in-town community shopping centres, is pleased to
announce that further to the announcement made earlier today, the
prospectus in relation to the Open Offer (the "Prospectus") has
been approved by the UK Financial Conduct Authority and the
Johannesburg Stock Exchange.
The Prospectus will be available shortly from the National
Storage Mechanism via
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and also,
subject to certain access restrictions, on the Company's website
https://capreg.com/investor-info/ .
A Supplementary Information Memorandum will be distributed with
the Prospectus to Qualifying Shareholders on the SA Register and is
available on the Company's website
https://capreg.com/investor-info/ .
Defined terms within this announcement have the same meaning as
set out in the Prospectus, unless stated otherwise.
-S -
For further information:
Capital & Regional plc 020 7932 8000
Lawrence Hutchings
Stuart Wetherly
Panmure Gordon (UK) Limited (Sponsor, Joint Financial Adviser
and Joint Broker)
Amrit Mahbubani 020 7886 2500
Atholl Tweedie
Ailsa Macmaster
David Watkins
Numis Securities Limited (Joint Financial Adviser and Joint
Broker)
Ben Stoop 020 7260 1000
Will Rance
Java Capital (JSE Sponsor)
Shivani Bhikha +27(0)78 120 6931
Daniel Ross +27(0)83 716 8665
FTI Consulting
Richard Sunderland 020 3727 1000
Maria Saud
Oliver Parsons
capreg@fticonsulting.com
About Capital & Regional plc:
Capital & Regional is a UK focused retail property REIT
specialising in shopping centres that dominate their catchment,
serving the non-discretionary and value orientated needs of the
local communities. It has a track record of delivering value
enhancing retail and leisure asset management opportunities across
a portfolio of tailored in-town community shopping centres.
Using its in-house expert property and asset management platform
Capital & Regional owns and/or manages shopping centres in
Hemel Hempstead, Ilford, Maidstone, Redditch, Walthamstow and Wood
Green.
Capital & Regional is listed on the main market of the
London Stock Exchange (LSE) and has a secondary listing on the
Johannesburg Stock Exchange (JSE).
For further information see www.capreg.com .
IMPORTANT NOTICES
This Announcement and the information contained in it is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly into jurisdictions other
than the United Kingdom and South Africa and may be restricted by
law. Persons into whose possession this Announcement comes should
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, each of the persons
involved in the Capital Raising disclaim any responsibility or
liability for the violation of such restrictions by any person. In
particular, copies of this Announcement are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do
so would or might contravene local securities laws or
regulations.
Panmure Gordon (UK) Limited ("Panmure"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Sponsor,
joint financial adviser and joint broker in relation to the Capital
Raising exclusively for the Company and no one else in connection
with the matters referred to in this announcement, and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients, for the contents of this
announcement or for providing any advice in relation to the Capital
Raising, the contents of this Announcement or any other matter
referred to in this Announcement. Neither Panmure nor any of its
affiliates (nor any of their respective directors, officers,
employees or agents), owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Panmure in connection with this announcement, any
statement contained herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as joint
financial adviser and joint broker in relation to the Capital
Raising exclusively for the Company and no-one else in connection
with the matters referred to in this announcement, and will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of Numis nor for providing advice
to any other person in relation to the matters referred to in this
announcement. Neither Numis nor any of its affiliates (nor any of
their respective directors, officers, employees or agents), owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Numis in connection
with this announcement, any statement contained herein or
otherwise.
Java Capital Trustees and Sponsors Proprietary Limited ("Java"),
which is authorised and regulated in South Africa by, inter alia,
the Financial Sector Conduct Authority, is acting as JSE Sponsor in
relation to the Capital Raising exclusively for the Company and no
one else in connection with the matters referred to in this
announcement, and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, for
the contents of this announcement or for providing any advice in
relation to this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed by the FCA, Financial Services and Markets Act 2000
or the JSE or the regulatory regime established thereunder, none of
Panmure, Numis or Java, or any person affiliated with them, accept
any responsibility whatsoever and make no representation or
warranty, express or implied, in respect of the contents of this
announcement including its accuracy or completeness or for any
other statement made or purported to be made by any of them, or on
behalf of them, in connection with the Company or any matter
described in this announcement and nothing in this announcement is
or shall be relied upon as a promise or representation in this
respect, whether as to the past or future. None of Panmure, Numis
or Java have approved the contents of, or any part of, this
announcement and no liability whatsoever is accepted by Panmure,
Numis or Java for the accuracy of any information or opinions
contained in this announcement and accordingly, each of Panmure,
Numis and Java and their respective affiliates disclaim, to the
fullest extent permitted by law, all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise have to any person, other than
the Company, in respect of this announcement or any such
statement.
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 Capital Raising or otherwise in any jurisdiction.
The Capital Raising is being made solely pursuant to the terms of
the Prospectus which contains the full terms and conditions of the
Open Offer, and in the case of Company shares held in certificated
form on the UK Register, the Form of Acceptance. The terms and
conditions of the Open Offer for Company shares held in
certificated form on the SA Register is set out in the
Supplementary Information Memorandum. This Announcement includes
statements that are, or may be deemed to be, forward-looking
statements. These forward-looking statements can be identified by
the use of forward-looking terminology, including the terms
anticipates, believes, estimates, expects, intends, may, plans,
projects, should or will, or, in each case, their negative or other
variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions.
These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
announcement and include, but are not limited to, statements
regarding the Company's and/or Directors' intentions, beliefs or
current expectations concerning, amongst other things, the Group's
results of operations, financial position,
prospects, growth, strategies and expectations for the retail
property market.
The Open Offer Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United
States. There will not be any public offering of the Open Offer
Shares in the United States.
Any forward-looking statements in this announcement reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations and growth strategy. Potential investors
should specifically consider the factors identified in this
announcement which could cause actual results to differ before
making an investment decision. A number of factors could cause
results and developments of the Group to differ materially from
those expressed or implied by the forward-looking statements
including, without limitation, general economic and business
conditions, industry trends, competition, changes in regulation,
currency fluctuations, changes in its business strategy, political
and economic uncertainty and other factors discussed in the
sections headed "Risk Factors" of this announcement. Past
performance of the Company is not necessarily indicative of future
performance.
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END
PDISFIFESEDSEIA
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