Cardiff Property PLC
12 January 2006
THE CARDIFF PROPERTY PUBLIC LIMITED COMPANY
AND ITS SUBSIDIARIES
FOR IMMEDIATE RELEASE 12 JANUARY 2006
The group, including Campmoss, specialises in property investment and
development in the Thames Valley. The portfolio, valued in excess of £33m, is
primarily located to the west of London, close to Heathrow Airport and in Surrey
and Berkshire.
Result of Extraordinary General Meeting ('EGM') - approval of waivers under Rule
9 of the City Code on Takeovers and Mergers ('City Code')
At the Company's Annual General Meeting ('AGM') held today, 12 January 2006,
shareholders renewed the Company's authority to purchase up to 14.99 per cent.
of its issued share capital (representing, in this instance, 266,000 ordinary
shares of 20p each in the Company ('Shares')) ('the Authority'). If during the
period of the Authority the Company purchases all such Shares, for cancellation
or treasury, the Shares currently held by members of the Concert Party
(comprising Mr J R Wollenberg and members of his family) would, in aggregate,
comprise over 30 per cent. of the remaining Shares in issue. This would oblige
the Concert Party to make a mandatory offer for the remaining Shares in issue
and not then owned by them under Rule 9 and Rule 37 of the City Code, unless a
specific waiver of such obligation had been obtained from the Takeover Panel
('the Panel') and approved by the shareholders (excluding the Concert Party
('Independent Shareholders').
Following the approval by the Independent Shareholders on a poll of Resolution 1
at the EGM, which followed today's AGM, the Panel has agreed to waive this
obligation in the event that the Concert Party's aggregate holding of 531,298
Shares increases to 30 per cent. or more of the Shares then in issue (subject to
a maximum of 35.21 per cent.) provided that any increase in such holding to 30
per cent. or more arises only as a result of the Company purchasing Shares
pursuant to the Authority.
In addition, Mr J R Wollenberg holds existing options over 30,000 Shares which
are currently exercisable. These options were granted at a time when their
exercise would not have resulted in the Concert Party holding 30 per cent. or
more of the Shares then in issue and therefore Independent Shareholder approval
of a Rule 9 waiver was not sought at the date of grant. Therefore, following the
approval by the Independent Shareholders on a poll of Resolution 2 at the EGM,
the Panel has agreed to waive the obligation on the Concert Party or any member
thereof to make a mandatory offer for the Company in the event that the Concert
Party's aggregate holding of up to 561,298 Shares increases to 30 per cent. or
more of the Shares then in issue (subject to a maximum of 36.47 per cent.)
provided that any increase in such holding to 30 per cent. or more arises only
as a result of the Company purchasing Shares pursuant to the Authority and/or
the exercise of the said outstanding options.
The Board believes that in its current position the purchase by the Company of
its own Shares would represent good use of the Company's available cash
resources, and, by increasing earnings per share and net asset value per Share,
will maximise shareholder value.
The Board also believes that the Company has sufficient resources for the
purchase of up to 266,000 of the issued Shares that may be made pursuant to the
Authority.
12 January 2006
For further information:
The Cardiff Property plc Richard Wollenberg 01784 437444
Beaumont Cornish Limited Roland Cornish 020 7 628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
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