Results of Placing

RNS Number : 6464M

Capital & Counties Properties Plc

19 September 2012

 



NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

Capital & Counties Properties PLC

Results of Placing

19 September 2012

Capital & Counties Properties PLC ("Capco" or the "Company") is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 68,400,000 new ordinary shares of 25 pence each in Capco (the "Placing Shares") have been placed by UBS Limited and BofA Merrill Lynch, raising gross proceeds of approximately £149.1 million. Sterling Placing Shares have been issued at a price of 218 pence per Placing Share and Rand Placing Shares at a price of 29.21 Rand per Placing Share. The Placing Shares being issued represent, in aggregate, approximately 9.99 per cent. of Capco's issued ordinary share capital prior to the Placing. The issue price of the Sterling Placing Shares represents a discount of 1.1% to the closing share price on 18 September 2012.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares of 25 pence each in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid.

Application will be made for admission of the Placing Shares to the Official List of the Financial Services Authority and to trading on the London Stock Exchange's main market for listed securities ("UK Admission"). The Company will also apply to the Johannesburg Stock Exchange for the listing of the Placing Shares on the Main Board of the Johannesburg Stock Exchange. It is expected that the admission and listing of the Placing Shares on the London Stock Exchange and the Johannesburg Stock Exchange will become effective on 27 September 2012.

The Placing is conditional, inter alia, upon UK Admission becoming effective and the Rand Placing is conditional upon South African exchange control approval. It is anticipated that the settlement date will be 27 September 2012.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the placing announcement of the Company released at 7.00 a.m. (BST) on the date hereof.

UBS Limited and BofA Merrill Lynch acted as joint bookrunners, financial advisers and corporate brokers in connection with the Placing. Rothschild acted as joint financial adviser to the Company. BNP Paribas and HSBC acted as joint co-lead managers in connection with the Placing.

For further information please contact:

Capital & Counties Properties PLC

Ian Hawksworth                  Chief Executive     [phone]

Soumen Das                          Finance Director [phone]

UBS Investment Bank                                         [phone]

Hew Glyn Davies

Fergus Horrobin

Christopher Smith

BofA Merrill Lynch                                               [phone]

Simon Mackenzie Smith

Rupert Hume-Kendall

Ed Peel

Rothschild                                                             [phone]

Alex Midgen

Richard Blackwell

BNP Paribas                                                          [phone]

Ben Canning

HSBC                                                                       [phone]

John Herbert

Stuart Dickson

Hudson Sandler (UK Public Relations)              [phone]

Michael Sandler

Wendy Baker

College Hill (SA Public Relations)                      [phone]

Nicholas Williams

IMPORTANT NOTICE

This document includes statements that are, or may be deemed to be, "forward-looking statements", including within the meaning of Section 27A of the Securities Act and Section 21E of the US Exchange Act of 1934. These forward-looking statements are based on current expectations and projections about future events and can be identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the terms "may", "believes", "estimates", "plans", "aims", "targets", "projects", "anticipates", "expects", "intends", "will", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding Capco's intentions, beliefs or current expectations. They are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Any forward-looking statements in this document reflect Capco's view with respect to future events as at the date of this document and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Capco's operations, results of operations, financial condition, growth, strategy, liquidity and the industry in which Capco operates. No assurances can be given that the forward-looking statements in this document will be realised. Neither Capco nor the joint bookrunners undertake any obligation nor do they intend to revise or update any forward-looking statements in this document to reflect events or circumstances after the date of this document (except, in the case of Capco, to the extent required by the FSA, the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure and Transparency Rules or by the listing requirements of the JSE). None of the future projections, expectations, estimates or prospects in this document should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the document. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or acquire, or the solicitation of an offer to buy, sell, issue, or acquire any securities in any jurisdiction, nor shall there be any sale of securities in any jurisdiction, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada or Japan.

This document may not be distributed, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada or Japan or any other jurisdiction where to do so would constitute a violation of the relevant securities law of such jurisdiction. The distribution of this document in other jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

The securities mentioned herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any State or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States absent registration or pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any State or other jurisdiction of the United States. There will be no public offer of the securities mentioned herein in the United States.

Note to US QIBs:  The Company may be classified a "passive foreign investment company" (PFIC) for the current taxable year and may be classified as a PFIC in one or more future taxable years. U.S. investors should take their own tax advice accordingly.

This Announcement has been issued by, and is the sole responsibility of, the Company. Neither UBS Limited, Merrill Lynch International nor any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings (such entities together, "UBS" and "Merrill Lynch International", respectively) or any of their respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.

UBS is acting exclusively for Capco and no one else in connection with the Placing, UK Admission and SA Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing, UK Admission and SA Admission and will not be responsible to anyone other than Capco for providing the protections afforded to its clients or for providing advice in relation to the Placing, UK Admission, SA Admission or any transaction, arrangement or other matter referred to in this document.

Merrill Lynch International ("BofA Merrill Lynch"), which is authorised and regulated in the United Kingdom by the FSA, and Merrill Lynch South Africa, which is a registered sponsor and member of the JSE, are acting exclusively for Capco and no one else in connection with the Placing, UK Admission and SA Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing, UK Admission and SA Admission and will not be responsible to anyone other than Capco for providing the protections afforded to its clients or for providing advice in relation to the Placing, UK Admission, SA Admission or any transaction, arrangement or other matter referred to in this document.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Capco and no one else in connection with the Placing, UK Admission and SA Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing, UK Admission and SA Admission and will not be responsible to anyone other than Capco for providing the protections afforded to its clients or for providing advice in relation to the Placing, UK Admission, SA Admission or any transaction, arrangement or other matter referred to in this document.

BNP Paribas is acting exclusively for Capco and no one else in connection with the Placing, UK Admission and SA Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing, UK Admission and SA Admission and will not be responsible to anyone other than Capco for providing the protections afforded to its clients or for providing advice in relation to the Placing, UK Admission, SA Admission or any transaction, arrangement or other matter referred to in this document.

HSBC Bank plc is acting exclusively for Capco and no one else in connection with the Placing, UK Admission and SA Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing, UK Admission and SA Admission and will not be responsible to anyone other than Capco for providing the protections afforded to its clients or for providing advice in relation to the Placing, UK Admission, SA Admission or any transaction, arrangement or other matter referred to in this document.

The Placing Shares will be regarded as approved inward listed instruments for South African Exchange Control purposes.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

 

END

 

 

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