TIDMCAL
RNS Number : 4044K
Capital & Regional plc
25 August 2023
25 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.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR") AND THE RETAINED
UK LAW VERSION OF MAR PURSUANT TO THE MARKET ABUSE (AMMENT) (EU
EXIT) REGULATIONS 2019 (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
CAPITAL & REGIONAL PLC
("Capital & Regional" or the "Company" or the "Group")
Result of Open Offer
Capital & Regional (LSE: CAL), the UK focused REIT with a
portfolio of in-town community shopping centres, is pleased to
announce the results of the Open Offer which closed for acceptances
at 11.00 a.m. on 24 August 2023.
On 10 August 2023, the Company announced details of the proposed
acquisition of The Gyle Shopping Centre, to be part-funded by a
fully underwritten open offer to raise gross proceeds of
approximately GBP25 million (the "Open Offer", or the "Capital
Raising"). A prospectus was published by the Company on 10 August
2023 setting out details of the Open Offer.
The Company has received valid acceptances from Qualifying
Shareholders under their Open Offer Entitlements in respect of
34,697,047 Open Offer Shares, representing approximately 74.97 per
cent of the Open Offer Shares available pursuant to the Open
Offer.
Following these acceptances, pursuant to the terms of the
Underwriting Agreement, Growthpoint, the Company's largest
shareholder has subscribed for the remaining 11,581,634 Open Offer
Shares which when taken in aggregate with their Qualifying
Shareholder acceptance takes their total participation in the Open
Offer to 40,446,652 Open Offer Shares, representing approximately
87.40 per cent of the Open Offer Shares available. Following
admission of the Open Offer Shares, Growthpoint's resultant holding
in the Company will be 67.64 per cent.
Accordingly, a total of 46,278,681 new Ordinary Shares will be
issued at the Issue Price (subject to the conditions noted below)
and the Company has, therefore, conditionally raised gross proceeds
of approximately GBP25 million through the Capital Raising.
Qualifying Shareholders who have validly applied for Open Offer
Shares will receive their full Open Offer Entitlement in accordance
with the terms set out in the Prospectus.
The Capital Raising remains conditional, inter alia, upon:
-- the Sponsor and Open Offer Agreement having become
unconditional in all respects, save for the condition relating to
Admission, and not having been terminated in accordance with its
terms before Admission occurs; and
-- Admission having become effective.
If any of the conditions are not satisfied or, if applicable,
waived, then the Capital Raising will not take place.
Defined terms in this announcement bear the same meanings as in
the prospectus published by the Company on 10 August 2023.
Admission
Application has been made to the Financial Conduct Authority for
the Open Offer Shares to be admitted to the premium listing segment
of the Official List, to the London Stock Exchange for the Open
Offer Shares to be admitted to trading on its Main Market for
listed securities and to the JSE for the Open Offer Shares to be
admitted to trading on its Main Board. It is expected that UK
Admission will become effective, and that dealings in the Open
Offer Shares will commence, at 8.00 a.m. (London time) on 4
September 2023 and that SA Admission will become effective and that
dealings in the Open Offer Shares will commence on the Main Board
of the JSE at 9.00 a.m. (South African time) on 4 September 2023
(or such later date as the Company, Panmure (acting as Sponsor,
Joint Financial Adviser and Joint Broker) and Numis Securities
Limited (acting as Joint Financial Adviser and Joint Broker) may
agree, being not later than 8.00 a.m. (London time) on 27 September
2023).
The Open Offer Shares when issued will rank, from Admission,
pari passu in all respects with the Existing Ordinary Shares.
Total Voting Rights
On 4 September 2021, and subject to satisfaction of the
conditions and following admission of the New Ordinary Shares, the
Company's enlarged issued share capital shall comprise 219,823,735
Ordinary Shares with voting rights in the Company. This figure may
be used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change in the interest in, the share capital of
the Company under the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules.
-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, for providing any advice in relation to the Capital
Raising or 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 Application Form. The terms and
conditions of the Open Offer for Company shares held in
certificated form on the SA Register are 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. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future.
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.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
No statement in this Announcement is intended as a profit
forecast or estimate for any period.
This Announcement has not been approved by the Financial Conduct
Authority or the London Stock Exchange.
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END
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