Finalisation of Share Consolidation

RNS Number : 9994Y

Capital & Regional plc

07 January 2020

 

7 January 2020

CAPITAL & REGIONAL PLC ("Capital & Regional" or "the Company")

UK company number 01399411

LSE share code: CAL    

ISIN: GB0001741544

LEI: 21380097W74N9OYF5Z25

FINALISATION OF SHARE CONSOLIDATION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

As described in the Prospectus published by the Company on Thursday, 7 November 2019, and following the approval of the relevant resolution by shareholders of the Company in the General Meeting held on Tuesday, 26 November 2019, the issued share capital of the Company, being 1,038,840,380 ordinary shares of 1 pence each at the date of this announcement, will be consolidated on the basis of 10 ordinary shares of 1 pence each for one new ordinary share of 10 pence with a new ISIN of  GB00BL6XZ716 ("New Ordinary Shares") (the "Consolidation").

The Consolidation will result in the 1,038,840,380 ordinary shares of 1 pence each being consolidated into 103,884,038 New Ordinary Shares with effect from Wednesday, 15 January 2020.

Any fractional entitlements arising on the Consolidation will be aggregated and sold in the market for the best price reasonably obtainable and the net proceeds will be distributed to shareholders entitled to such sums, save that the Company shall be entitled to retain the net proceeds of the sale representing such fractions where the individual amount of the net proceeds to which a Shareholder is entitled is less than five pounds (£5).

An application has been, or will be made for the New Ordinary Shares, which will have the same rights and will be subject to the same restrictions as ordinary shares in issue prior to the Consolidation, to be admitted to the Premium Segment of the Official List of the United Kingdom Listing Authority, to trading on the London Stock Exchange's Main Market for listed securities and to be listed on the JSE ("Admission"). It is expected that the Admission will occur on Wednesday, 15 January 2020.

For UK shareholders, those holding shares in CREST on the record date of Tuesday, 14 January 2020 will have their CREST accounts credited with the New Ordinary Shares on Wednesday, 15 January 2020.

New share certificates will be issued to non-CREST shareholders in substitution for their existing share certificates. All existing share certificates will be invalid and will be cancelled and new share certificates are expected to be dispatched to those UK shareholders who hold their shares in certificated form on the record date, by Wednesday, 29 January 2020.

For South African shareholders, dematerialised shareholders' accounts at their CSDP/broker will be updated on Monday, 20 January 2020 to reflect the New Ordinary Shares to which they are entitled under the Consolidation as at Friday, 17 January 2020, being the South African record date for the Consolidation. Provided that old share certificates have been lodged with the South African transfer secretaries by 12:00 on Friday, 17 January 2020, replacement share certificates will be issued to certificated shareholders on Monday, 20 January 2020. Share certificates received after this time will be posted within 5 business days of receipt.

The dates and times for the Consolidation are set out below:

For shareholders on the United Kingdom share register

	2020
Suspension of movement of existing ordinary shares on the LSE (close of business)	Friday, 10 January
Last day to trade in the existing ordinary shares on the LSE	Tuesday, 14 January
Record date in the UK for the Consolidation and the disablement of the existing ISIN (6.00 p.m.)	Tuesday, 14 January
Trading in the New Ordinary Shares under the new ISIN GB00BL6XZ716 on the LSE commences	Wednesday, 15 January
Admission of the New Ordinary Shares on the LSE	Wednesday, 15 January
New Ordinary Shares credited within CREST	Wednesday, 15 January
Lifting of suspension of movement of ordinary shares of the Company on the LSE (close of business)	Monday, 20 January
UK share certificates dispatched by	Wednesday, 29 January

Notes:

1.      Share certificates may not be dematerialised or rematerialised between, Wednesday, 15 January 2020 and Friday, 17 January 2020, both days inclusive, nor may transfers of shares between subregisters in the United Kingdom and South Africa take place between Friday, 10 January 2020 and Monday, 20 January 2020, both days inclusive

For shareholders on the South African share register

	2020
Suspension of movement of existing ordinary shares on the JSE (close of business)	Friday, 10 January
Last day to trade in the existing ordinary shares on the JSE	Tuesday, 14 January
Trading in the New Ordinary Shares under the new ISIN GB00BL6XZ716 on the JSE commences	Wednesday, 15 January
Admission of the New Ordinary Shares on the JSE	Wednesday, 15 January
Record date to be eligible to participate in the Consolidation	Friday, 17 January
Lifting of suspension of movement of ordinary shares of the Company on the JSE (close of business)	Monday, 20 January
Dematerialised shareholders accounts at CSDP/broker updated to reflect the New Ordinary Shares	Monday, 20 January
Issue of replacement share certificates to certificated shareholders, provided that the old share certificates have been lodged with the South African transfer secretaries by 12:00 on 17 January 2020 (share certificates received after this time will be posted within 5 business days of receipt)	Monday, 20 January

Notes:

2.      Share certificates may not be dematerialised or rematerialised between Wednesday, 15 January 2020 and Friday, 17 January 2020, both days inclusive, nor may transfers of shares between subregisters in the United Kingdom and South Africa take place between Friday, 10 January 2020 and Monday, 20 January 2020, both days inclusive

For further information:

Capital & Regional Lawrence Hutchings, Chief Executive Officer Stuart Wetherly, Group Finance Director	+ 44 (0) 20 7932 8000
Numis (Sponsor, Rule 3 and joint financial adviser to Capital & Regional) Heraclis Economides Ben Stoop Oliver Hardy George Fry	+ 44 (0) 20 7260 1000
J.P. Morgan Cazenove (Joint financial adviser to Capital & Regional) Paul Hewlett Leon Li Henry Capper Paul Pulze	[phone]
FTI Consulting (PR adviser to Capital & Regional) Richard Sunderland Methuselah Tanyanyiwa Claire Turvey [e-mail]	+ 44 (0) 20 3727 1000
Java Capital Trustees and Sponsors (JSE sponsor to Capital & Regional)	+ 27 (0) 11 722 3050

About Capital & Regional

Capital & Regional is a UK focused specialist property REIT with a strong track record of delivering significant value enhancing retail and leisure asset management opportunities across its portfolio of in-town dominant community shopping centres.  Capital & Regional is listed on the main market of the London Stock Exchange and has a secondary listing on the Johannesburg Stock Exchange.       

Capital & Regional owns seven shopping centres in Blackburn, Hemel Hempstead, Ilford, Luton, Maidstone, Walthamstow and Wood Green.  Capital & Regional manages these assets through its in-house expert property and asset management platform.

For further information see www.capreg.com

 

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