NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE
AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS
(THE "CODE"). THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE, NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
For immediate
release
23 May
2024
Capital & Regional
plc
Response to Press
Speculation
The Board of Capital & Regional
plc ("Capital & Regional" or the "Company") notes the recent
press speculation.
The Board of Capital & Regional
confirms that on 19 April 2024 it received a non-binding indicative
proposal from Vukile Property Fund Limited ("Vukile") regarding a
possible cash and share offer for the entire issued, and to be
issued, share capital of Capital & Regional (the "Vukile
Proposal").
In addition to the Vukile Proposal,
the Board of Capital & Regional confirms that it is aware that
its majority shareholder Growthpoint Properties Limited
("Growthpoint") which holds 68.13% of the Company's issued share
capital, has also received a preliminary expression of interest
from NewRiver REIT plc ("NewRiver") in relation to a possible offer
in cash and shares for the entire issued, and to be issued, share
capital of Capital & Regional (the "NewRiver Expression of
Interest"). The Board of Capital & Regional confirms that it
has received no offer proposal from NewRiver at this
stage.
There can be no certainty that any
firm offer will be made for the Company, nor as to the terms on
which any offer will be made.
The Board of Capital & Regional
will issue a further statement if and when appropriate.
Rule 2.6(a) of the Code requires
that each of Vukile and NewRiver, by no later than 5.00 p.m. on 20
June 2024, being the 28th day following the date of this
announcement, either announce a firm intention to make an offer for
Capital & Regional in accordance with Rule 2.7 of the Code or
announce that they do not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline will only be extended with the
consent of the Takeover Panel, in accordance with Rule 2.6(c) of
the Code.
This announcement is being made
without the consent of Growthpoint, Vukile or NewRiver.
Enquiries:
Capital & Regional plc
Lawrence Hutchings
Stuart Wetherly
|
Via FTI Consulting
|
Deutsche Numis (Joint Financial Adviser and Joint
Broker)
Ben Stoop
Stuart Ord
William Rance
|
+44 (0) 207 260
1000
|
Stifel (Joint Financial Adviser and Joint
Broker)
Mark Young
Nick Harland
Jonathan Wilkes-Green
|
+44 (0) 20 7710
7600
|
Java Capital (JSE sponsor)
Daniel Ross
|
+27 (0) 83 716 8665
|
FTI
Consulting (PR Adviser)
Richard Sunderland
Bryn Woodward
Oliver Parsons
|
+44 (0) 20 3727
1000
|
Further
information
Numis Securities Limited ("Deutsche
Numis"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for Capital
& Regional plc 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 in this announcement and
will not be responsible to anyone other than Capital & Regional
plc for providing the protections afforded to clients of Deutsche
Numis, nor for providing advice in relation to any matter referred
to herein. Neither Deutsche 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 Deutsche
Numis in connection with this announcement, any statement contained
herein or otherwise.
Stifel Nicolaus Europe Limited
("Stifel"), which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as Financial Adviser
exclusively for Capital & Regional plc 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 in this announcement and will not be responsible to anyone
other than Capital & Regional plc for providing the protections
afforded to clients of Stifel, nor for providing advice in relation
to any matter referred to herein.
This announcement is not intended to
and does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote in any
jurisdiction.
The release, publication or
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply with
such restrictions may constitute a violation of the securities law
of any such jurisdiction.
Disclosure requirements of
the Code
Under Rule 8.3(a) of the 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 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 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 pm (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 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
Code, a copy of this announcement will be available at
www.capreg.com/investor-info promptly and in any event by no later
than 12 noon on the business day following this announcement. The
content of this website is not incorporated into and does not form
part of this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the
Code, as at the close of business on 22 May 2024 (being the
business day prior to the date of this announcement), Capital &
Regional plc confirms that it had in issue 224,906,731 ordinary
shares of 10 pence each with voting rights and admitted to trading
on the Main Market of the London Stock Exchange, with a secondary
listing on the Main Board of the Johannesburg Stock Exchange, under
the ISIN code GB00BL6XZ716.