Publication of Prospectus

RNS Number : 3076K

Capital & Regional plc

23 June 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.

UNLESS DEFINED OTHERWISE, CAPITALISED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE PROSPECTUS.

23 June 2014

Capital & Regional plc

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

Publication of Prospectus

The prospectus of the Company dated 23 June 2014 (the "Prospectus") in connection with the proposed acquisition of units in the Mall Unit Trust and the proposed Firm Placing and Placing and Open Offer announced on 20 June 2014 has been approved by the UK Listing Authority and has been published.

The Prospectus will be posted to shareholders later today and has also been submitted to the National Storage Mechanism and will be available for viewing shortly at http://www.hemscott.com/nsm.do.  The Prospectus will also be available on the Company's website at www.capreg.com and copies of the Prospectus will be made available at the Company's registered office at 52 Grosvenor Gardens, London SW1W 0AU.

The latest time and date for receipt of Forms of Proxy or electronic proxy appointments will be 2.00 p.m. on 7 July.  This corrects the time set out in the announcement of 20 June 2014 pertaining to the Acquisition and the Capital Raising.

For further information, please contact:

Capital & Regional plc                                                                                 [phone]

Hugh Scott-Barrett, Chief Executive

Charles Staveley, Group Finance Director

J.P. Morgan Cazenove (Joint Sponsor and Bookrunner)                              [phone]

Robert Fowlds

Paul Hewlett

Barry Meyers

Numis Securities (Joint Sponsor and Bookrunner)                                       [phone]

Heraclis Economides

Andrew Holloway

Ben Stoop

FTI Consulting                                                                                              [phone]

Stephanie Highett

Richard Sunderland

Aleka Bhutiani

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.

This press release is not an offer of securities for sale in the United States.  Securities may not be offered or sold in the United States absent registration or an exemption from registration.  Any  public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements.  The issuer does not  intend to register any part of the present offering in the United States.

 

END

 

 

PDISEDFLDFLSEIM