Completion of Mall Unit Acquisition and Admission

RNS Number : 1519M

Capital & Regional plc

14 July 2014

 



THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, GERMANY, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER.

14 July 2014

Capital & Regional plc

("Capital & Regional" or the "Company")

Completion of the Acquisition and Admission

Further to the announcement on 20 June 2014 of the proposed acquisition of 62.56% of units in the Mall Fund and Firm Placing and Placing and Open Offer to raise £165 million and the announcement on 9 July 2014 pertaining to the result of the General Meeting and shareholder approval for the Acquisition and Capital Raising, Capital & Regional, the specialist retail property company, announces Completion of the Acquisition and Admission.

The Admission (comprising the admission of the New Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer and Re-admission of the Existing Ordinary Shares) and Completion of the Acquisition will occur simultaneously at 8.00 a.m. this morning.

Upon Admission, 700,752,626 Ordinary Shares will be admitted to listing on the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities.

Capitalised terms used in this announcement shall have the meanings as set out in the Prospectus published on 23 June 2014.

Hugh Scott-Barrett, Chief Executive of Capital & Regional, commented:

"I am very pleased to announce completion of this transformational acquisition for the Company.  Our focus now turns to delivery of our business plan and enhancing the value of the portfolio through numerous asset management initiatives.  This, supplemented by very positive investment market sentiment, leaves the Group well positioned to deliver attractive returns for shareholders."

For further information, please contact:

Capital & Regional plc Hugh Scott-Barrett, Chief Executive Charles Staveley, Group Finance Director	[phone]
FTI Consulting Stephanie Highett Richard Sunderland Aleka Bhutiani	[phone]

Important Notice

The information contained in this announcement is not for release, publication or distribution to persons in Australia, Canada, Germany, Japan, the Republic of South Africa or the United States or in any jurisdiction where to do so would breach any applicable law.  The New Ordinary Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.  No public offer of the New Ordinary Shares is being made by virtue of this announcement into Australia, Canada, Germany, Japan, the Republic of South Africa or the United States or any other jurisdiction outside the United Kingdom in which such offer would be unlawful.

The New Ordinary Shares, the Open Offer Entitlements and the Excess CREST Open Offer Entitlements have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States or qualified for distribution under any applicable securities laws in any of the Excluded Territories.  Accordingly, save for certain limited exceptions at the sole discretion of the Company the New Ordinary Shares, the Open Offer Entitlements and Excess CREST Open Offer Entitlements are being offered only outside of the United States in offshore transactions in reliance on Regulation S ("Regulation S") under the Securities Act. The New Ordinary Shares, the Open Offer Entitlements and the Excess CREST Open Offer Entitlements may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, within the United States (as defined in Rule 902 under Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

This announcement has been issued by and is the sole responsibility of the Company.

J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA in the United Kingdom, and Numis, which is authorised and regulated by the FCA in the United Kingdom, are acting exclusively for Capital & Regional and no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Capital & Regional for providing the protections afforded to respective clients of J.P. Morgan Cazenove and Numis nor for giving advice in relation to the contents of this announcement or any matters referred to herein.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom 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 and regulations of any jurisdiction outside of the United Kingdom.

Notes to editors:

About Capital & Regional plc

Capital & Regional is a specialist property company with a strong track record of delivering value enhancing retail and leisure asset management opportunities across a £1.2 billion portfolio, primarily in town centre shopping centres.

Capital & Regional acts as Property and Asset Manager for the Mall and holds 91.82% of this fund.

Capital & Regional & Ares Management (formerly known as AREA Property Partners) each hold a 50% interest in a German retail property portfolio which is managed by Garigal Asset Management GmbH, in which Capital & Regional holds a 30% interest.

Capital & Regional also has a number of other joint ventures.

For further information see www.capreg.com 

 

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