Annual Financial Report and Notice of Meeting

RNS Number : 3552Z

Capital & Counties Properties Plc

14 March 2012

 



Capital & Counties Properties PLC

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

ANNUAL FINANCIAL REPORT 2011, NOTICE OF 2012 ANNUAL GENERAL MEETING, SCRIP DIVIDEND SCHEME BOOKLET AND PROPOSED ODD-LOT OFFER

Capital & Counties Properties PLC has today published the following documents:

-      Annual Report for the year ended 31 December 2011 ("Annual Report");

-      Notice of 2012 Annual General Meeting ("Notice"); and

-      Scrip Dividend Scheme Booklet ("Booklet"). 

All documents are available electronically on the Company's website at www.capitalandcounties.com  and will be posted to those Shareholders (as defined below) who have requested to receive information in hard copy on Friday, 16 March 2012. Shareholders who have elected to receive shareholder information electronically will be notified that these documents are available on the Company's website.

In compliance with LR 9.6.1 copies of all the above documents have been submitted to the National Storage Mechanism for submission to the UK Listing Authority and will shortly be available for inspection at: www.Hemscott.com/nsm.do.

Attention is drawn to the Company's Audited Preliminary results which were published on 29 February 2012. In accordance with DTR 6.3.5, information has been extracted from the Annual Report and is included in the Audited Preliminary Results which were released on 29 February 2012.  This constitutes the material required by DTR 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service.

The annual general meeting of the Company ("Annual General Meeting") will be held at The Institute of Directors, 116 Pall Mall, London SW1Y 5ED United Kingdom, at 11.00am London Time on Friday, 20 April 2012.

PROPOSED ODD-LOT OFFER

1. Introduction

As part of the business of the Annual General Meeting, the Board of Directors of Capital & Counties ("Directors") are seeking authority from the holders of the ordinary issued share capital of the Company ("Ordinary Shares") ("Shareholders"), to grant them the authority to implement an odd-lot offer ("Odd-lot Offer") at any time within 18 months from the date of the Annual General Meeting.

The actual timing for, and implementation of the proposed Odd-lot Offer will be decided by the Directors and will be at their sole discretion.

2. Rationale for the Odd-lot Offer

As a result of the unbundling of Liberty International PLC from Liberty Life Group in 1999 and following the demerger from Liberty International PLC in 2010, Capital & Counties inherited a significant shareholder base. Currently, the Company has an unusually large number of Shareholders for a company of its size, with a total of more than 23,000 Shareholders. Of this number, approximately 49 per cent. are small Shareholders who hold fewer than 250 Ordinary Shares, which in aggregate represents 0.1 per cent. of the total number of Ordinary Shares in issue.

In order to facilitate an inexpensive method for minority Shareholders in Capital & Counties to realise their investment in the Company, the Directors are considering the implementation of the proposed Odd-lot Offer to Shareholders who hold fewer than 250 Ordinary Shares. Under the terms of the proposed Odd-lot Offer, minority shareholders who qualify to participate in the proposed Odd-lot Offer will be able to have their Odd-lots (as defined below) bought back by the Company at an Offer Price (as defined below) which will be at a premium to the market price per Capital & Counties Ordinary Share and will not incur any transaction costs as part of such buy-back. In carrying out the proposed Odd-lot Offer, the Company will also be able to reduce the substantial and ongoing costs of administration connected with a large number of Shareholders. The Directors believe that the proposed Odd-lot Offer would be to the benefit of Shareholders as a whole and will facilitate a reduction in the number of Shareholders in the Company in an equitable manner. It is important to note that any Shareholder holding fewer than 250 Ordinary Shares, who wishes to remain a Shareholder, may elect to do so.

3. Salient Terms of the proposed Odd-Lot Offer

Shareholders who are Odd-lot Holders (as defined below) on 30 March 2012 (the "First Record Date") and who remain Odd-lot Holders on the record date once the Odd-lot Offer is declared (the "Second Record Date") will be entitled to participate in the proposed Odd-lot Offer in respect of their Odd-lots. Shareholders who become Odd-lot Holders between the First Record Date and the Second Record Date will not be entitled to participate in the proposed Odd-lot Offer.

Odd-lot Holders will be those Shareholders who:

(i)           are recorded on either the United Kingdom ("UK") Register or the South African ("SA") Register as holding, in aggregate, less than 250 Ordinary Shares; or

(ii)          in relation to the SA Register only, hold a beneficial interest in less than 250 Ordinary Shares through a member where such member holds such Ordinary Shares as a nominee in accordance with the rules and procedures of Strate (and that holding is recorded as such in the relevant beneficial Shareholder records maintained by a CSDP or broker)("Odd-lot" or "Odd-lot Holding")("Odd-lot Holders").

Holdings of Ordinary Shares either (i) in certificated and uncertificated form or (ii) on different registers will be treated as separate holdings for the purposes of determining whether Shareholders will be entitled to participate in the proposed Odd-lot Offer. Persons who are direct clients of CSDPs or brokers and are either registered Shareholders or hold their Ordinary Share interests directly through a Strate approved nominee and are recorded as holding less than 250 Ordinary Shares on the records maintained by such CSDPs or brokers as at both record dates, will be entitled to participate in the proposed Odd-lot Offer. Persons who are not recorded directly on the records maintained by such CSDPs or brokers and are neither registered shareholders nor hold their Ordinary Share interests directly through a Strate approved nominee, but who may otherwise hold a beneficial interest in Ordinary Shares indirectly through such CSDPs or Brokers, will not be entitled to participate in the proposed Odd-lot Offer.

In terms of the proposed Odd-lot Offer, Odd-lot Holders will be offered the opportunity to:

-    sell their Odd-lot Holdings at the Offer Price; or

-    retain their Odd-lot Holdings.

The Odd-lot Holdings of Shareholders who either:

(i)           elect to sell their Odd-lot Holdings; or

(ii)          do not make an election under the Odd-lot Offer,

will be acquired by the Company at the Offer Price. However, due to the constraints of the CREST system, Odd-lot Holders who hold their Ordinary Shares, either directly or via a nominee, in CREST will not have their Ordinary Shares acquired unless they rematerialise their Ordinary Shares by the record date and do not elect to retain their Odd-lot Holding.

4. Offer Price

If the proposed Odd-lot Offer is made, the Offer Price will:

(i)           in the case of Ordinary Shares held on the UK Register, be a 5 per cent. premium to the volume weighted average price of Ordinary Shares traded on the London Stock Exchange over the five trading days prior to the date on which the Offer Price is finalised; and

(ii)          in the case of Ordinary Shares held on the SA Register, be a 5 per cent. premium to the volume weighted average price of Ordinary Shares traded on the JSE Limited over the five trading days prior to the date on which the Offer Price is finalised,

in each case as determined by the Directors ("Offer Price").

The Offer Price will be published on SENS and on a RIS on the day it is finalised.

5. Salient Dates and Times

The salient dates and times in respect of the Annual General Meeting and for the purposes of participation in the proposed Odd-lot Offer are as follows:

Event	2012
Posting of circular and Notice of Annual General Meeting, on	Friday, 16 March
First Last Day to Trade in order to participate in the proposed Odd-lot Offer, on	Friday, 23 March
First Record Date in order to participate in the proposed Odd-lot Offer, on	Friday, 30 March
Last day for the submission of proxy forms for the Annual General Meeting at 11:00am, on	Wednesday, 18 April
Annual General Meeting at 11:00am, on	Friday, 20 April

Notes:

1. These dates and times (London Time) are subject to change. Any material changes will be published on SENS and a RIS.

2. SA Shareholders should note that share certificates may not be dematerialised or rematerialised between Monday, 26 March 2012 and Friday, 30 March 2012, both days inclusive.

A detailed timetable, including the date of the Second Record Date, for the implementation of the proposed Odd-lot Offer will be communicated to Shareholders in the event that the proposed Odd-lot Offer is made. The Directors shall be able to determine the details of such timetable at their sole discretion.

6. Conditions Precedent

The implementation of the proposed Odd-lot Offer is subject to the passing of relevant resolutions to be proposed at the Annual General Meeting of Shareholders, including resolutions to:

-  amend the articles of association of the Company to give the Company the authority to repurchase the Odd-lots;

-  authorise the Directors to make the Odd-lot Offer at any time during the next 18 months; and

-  authorise Directors to make an off-market purchase of shares in order to implement the Odd-lot Offer.

7. Directors' Recommendation

The Board considers that the proposed Odd-lot Offer would be in the best interests of the Company and its Shareholders as a whole and unanimously recommends that Shareholders vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

14 March 2012

For enquiries:

Capital & Counties Properties PLC:
Ruth Pavey, Company Secretary	Tel: [phone]

Sponsor:

Merrill Lynch SA (Pty) Limited

Legal Counsel:

Linklaters LLP

Webber Wentzel

Transfer secretaries (South African):

Computershare Investor Services (Pty) Ltd

UK Registrar:

Capita Registrars

About Capital & Counties Properties PLC (Capco):

Capco is one of the largest investment and development property companies that specialises in central London real estate and is a constituent of the FTSE-250 Index. Capco holds 3.2 million square feet of assets valued at £1.6 billion (31 December 2011) in three landmark London estates: Covent Garden, which has assets valued at £808 million, including the historic Market Building; Earls Court & Olympia Group and 50% of the Empress State building in Earls Court amounting to aggregate property assets of £574 million; and the Great Capital Partnership, a joint venture with Great Portland Estates, which holds prime West End properties of which Capco's share is £241 million. Capco is listed on the London Stock Exchange and the JSE, Johannesburg.

 

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