Form 8 (OPD) - CAPITAL & REGIONAL PLC

Capital & Regional plc

05 June 2024

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	CAPITAL & REGIONAL PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	CAPITAL & REGIONAL PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	4 JUNE 2024
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Interests in Capital & Regional plc shares held by Growthpoint Properties Limited (the offeree's majority shareholder): Name Total Number of Shares Percentage of existing issued share capital (1) (%) Diagonal Nominees Limited (Growthpoint) 153,227,266 68.129 Interests in Capital & Regional plc shares held by the Capital & Regional plc directors (together with their close relatives and the related trusts of any of them): Name Total Number of Shares Percentage of existing issued share capital (1) (%) David Hunter 142,824 0.064 Lawrence Hutchings 87,042 0.039 Stuart Wetherly 87,812 0.039 Ian Krieger 23,234 0.010 Norbert Sasse 78,770 0.035 Laura Whyte 36,950 0.016 TOTAL 456,632 0.203 (1)   Percentages are calculated on the basis of 224,906,731 shares in issue as at the latest practicable date prior to the disclosure. Share options in Capital & Regional plc held by the Capital & Regional plc directors (together with their close relatives and the related trusts of any of them): Name Scheme Date of Award Number of Awards (2) Type of Award  Maximum Vesting (3)  End of Performance Period Lawrence Hutchings Combined Incentive Plan ("CIP") 27/04/2020 146,918 Nil cost option ½ of shares 01/01/2024 ½ of shares 01/01/2025 Lawrence Hutchings CIP 25/04/2022 1,080,976 Nil cost option 1/3 of shares 01/01/2025 1/3 of shares 01/01/2026 1/3 of shares 01/01/2027 Lawrence Hutchings CIP 02/05/2023 1,229,456 Nil cost option 1/3 of shares 01/01/2026 1/3 of shares 01/01/2027 1/3 of shares 01/01/2028 Stuart Wetherly CIP 27/04/2020 79,220 Nil cost option ½ of shares 01/01/2024 ½ of shares 01/01/2025 Stuart Wetherly CIP 25/04/2022 591,534 Nil cost option 1/3 of shares 01/01/2025 1/3 of shares 01/01/2026 1/3 of shares 01/01/2027 Stuart Wetherly CIP 02/05/2023 672,787 Nil cost option 1/3 of shares 01/01/2026 1/3 of shares 01/01/2027 1/3 of shares 01/01/2028 (2)   Includes dividend equivalent shares subsequently awarded. (3)   Shares vest subject to the performance underpin of median relative Total Shareholder Return against a retail property comparator group.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	5 June 2024
Contact name:	Stuart Wetherly
Telephone number:	020 7932 8027

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END