NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION 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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE
AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7
OF THE CODE
THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, OR AS TO
THE TERMS OF ANY SUCH OFFER
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR
IMMEDIATE RELEASE
19th July 2024
Possible
Offer for Capital & Regional plc ("Capital &
Regional")
Praxis Group Limited ("Praxis")
announces that it is in the early stages of considering whether or
not to make a cash offer for the entire issued and to be issued
share capital of Capital & Regional.
Praxis, and its subsidiaries, is a
privately owned, entirely vertically-integrated property investment
and management business working with a range of private,
institutional and government clients across real estate
sectors. Praxis is one of the largest specialist managers of
shopping centres in the UK with 19 centres under management
comprising more than 1,000 shop units. Praxis invests with a strong
focus on unlocking value through active asset management, paying
particular attention to all aspects of ESG with strong and
incrementally improving sustainability performance and social
impact initiatives.
In accordance with Rule 2.6(a) of
the Code, by not later than 5.00 pm on 16th August 2024,
Praxis must either announce a firm intention to make an offer for
Capital & Regional in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer for Capital &
Regional, 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.
A further announcement will be made
as appropriate.
Further information
Praxis reserves the right to
introduce other forms of consideration and/or to vary the form
and/or mix of the consideration.
Enquiries
Praxis Group Limited
James Hewitt (Chief Operating
Officer)
+44 (0) 207 781 8030
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 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.
Rule 2.4
Under Rule 2.4(c) of the Code, Praxis is required to provide
details of any minimum level, or particular form, of consideration
it would be obliged to offer under Rule 6 or Rule 11 (as
appropriate). Praxis
confirms that it
is not aware of any dealings in Capital & Regional that would
require it to offer a minimum level, or a particular form, of
consideration.
However, in the interest of confidentiality it has not been
practical for Praxis to make enquiries of all persons acting in
concert with it prior to the date of this announcement in order to
confirm whether any details are required to be disclosed under Rule
2.4(c)(iii) of the Code. To the extent that any such details are
identified following such enquiries, Praxis will make an
announcement disclosing such details as soon as practicable, and in
any event by no later than the time it is required to make its
Opening Position Disclosure under Rule 8.1 of the
Code.
Publication on website
In
accordance with Rule 26.1 of the Code, a copy of this announcement
will be available on the website of Praxis at
https://www.Praxis.co.uk promptly and by no later than 12 noon
(London time) on the business day following this announcement. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this
announcement.