| Fri 12 Mar 2010, 14:34 | | LBT - Liberty International PLC - Publication of prospectus and circular |
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LBT
LILII
LBT - Liberty International PLC - Publication of prospectus and circular
Liberty International PLC
Incorporated in England and Wales
(Registration number: 03685527)
Short Name: LIB-INT
Share Code: LBT
ISIN Number: GB0006834344
Liberty International PLC - Publication of Prospectus and Circular
Further to the announcement on 9 March 2010 by Liberty International of its
intention to separate into two businesses, Capital Shopping Centres and Capital
& Counties, Liberty International today announces that the outstanding approvals
in respect of the South African listing status of both businesses have been
received and are satisfactory to the Liberty International Board. Further
details of such listing status are provided in Appendix 1 of this announcement.
Accordingly, the Circular and Prospectus in connection with the Demerger have
now been published and are available to view and to download on Liberty
International`s website:
http://www.liberty-
international.co.uk/investors/shareholder_info/liberty_international_demerger.
Copies of the Circular along with forms of proxy for the Liberty International
Extraordinary General Meeting will be sent to all Shareholders shortly. Copies
of the Prospectus will shortly be available in hard copy between 08h30 and 17h00
on any business day, up to and including 17 May 2010, at the following places:
The registered office of Liberty International at 40 Broadway, London SW1H 0BT,
United Kingdom;
Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom; and
Edward Nathan Sonnenbergs, 150 West Street, Sandton, 2196, South Africa.
Both the Circular and the Prospectus will shortly be available for inspection at
the Document Viewing Facility at the Financial Services Authority, 25 The North
Colonnade, Canary Wharf, London E14 5HS.
The latest time for receipt of forms of proxy from Shareholders is 11.00 a.m. on
Monday 5 April, with the Liberty International Extraordinary General Meeting
being held at 11.00 a.m. on Wednesday 7 April at One Whitehall Place,
Westminster, London, SW1A 2HD. The Demerger is expected to become unconditional
on Friday 7 May 2010.
The appendices to this announcement contain further details of the Demerger
timetable, including details of trading and settlement arrangements for Capital
& Counties Properties PLC and Capital Shopping Centres Group PLC on the LSE and
the JSE, as well as definitions relevant to this announcement.
Enquiries
Liberty International PLC
Tel: +44 (0) 20 7960 1200
David Fischel
Ian Durant
Rothschild
Joint Financial adviser and sole Sponsor in the UK and South Africa
Tel: +44 (0) 20 7280 5000
Alex Midgen
Duncan Wilmer
David Lake
BofA Merrill Lynch
Joint Financial adviser and joint Broker
Tel: +44 (0) 20 7628 1000
Simon Mackenzie-Smith
Simon Fraser
UBS Investment Bank
Joint Broker
Tel: +44 (0) 20 7567 8000
Hew Glyn Davies
Jonathan Bewes
Public relations
UK - Hudson Sandler
Tel: +44 (0) 20 7796 4133
Michael Sandler
SA - College Hill
Tel: +27 (0) 11 447 3030
Nicholas Williams
This announcement is not a prospectus but an advertisement and investors should
not acquire any new ordinary shares in Capital & Counties referred to in this
announcement except on the basis of the information contained in the prospectus
to be published by Capital & Counties and any supplement or amendment thereto.
This announcement is for information purposes only and does not constitute an
offer to sell or the solicitation of an offer to buy any securities or
investment advice in any jurisdiction.
The securities to which this announcement relate have not been and are not
required to be registered under the US Securities Act. These securities have not
been approved or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any US regulatory authority,
nor have any of the foregoing authorities passed upon or endorsed the merits of
the offering of these securities or the accuracy or adequacy of this document.
Any representation to the contrary is a criminal offence in the United States
Rothschild is acting as sole sponsor and joint financial adviser in the UK and
South Africa to Liberty International and Capital & Counties in respect of the
Demerger. Rothschild is acting for Liberty International and Capital & Counties,
and in the case of Rothschild South Africa, the JSE, and no one else in
connection with the Demerger, and will not regard any other person as a client
in relation to the Demerger and will not be responsible to anyone other than
Liberty International and Capital & Counties, and in the case of Rothschild
South Africa, the JSE, for providing the protections afforded to their
respective clients or for providing advice in relation to the Demerger or any
matters referred to in this announcement.
Merrill Lynch International (a subsidiary of Bank of America Corporation) ("BofA
Merrill Lynch") is acting exclusively for Liberty International and no one else
in connection with the Demerger and will not regard any other person as a client
in relation to the Demerger, nor will they be responsible to anyone other than
Liberty International for providing the protections afforded to clients of
Merrill Lynch International or for providing advice in connection with the
Demerger, any transaction or arrangement referred to in this announcement or the
contents of this announcement. Merrill Lynch International will also act as
joint broker to Capital & Counties upon the listing of its shares.
UBS Limited ("UBS Investment Bank") is acting as joint broker to Liberty
International and Capital & Counties in respect of the Demerger. UBS Limited is
acting for Liberty International and Capital & Counties and no one else in
connection with the Demerger, and will not regard any other person as a client
in relation to the Demerger and will not be responsible to anyone other than
Liberty International and Capital & Counties for providing the protections
afforded to their respective clients or for providing advice in relation to the
Demerger or any matters referred to in this announcement.
APPENDIX 1
South African Exchange Control, and Admission and Dealings
For South African exchange control purposes, the secondary listing of Capital
Shopping Centres Group PLC on the JSE will retain the current classification of
Liberty International as a domestic listing and its shares will have the same
exchange control status as shares of a South African registered company listed
on the JSE. Therefore all South African resident investors, including South
African resident institutional investors, will be able to hold shares in Capital
Shopping Centres Group PLC on its South African register free of any South
African exchange control restrictions save for those restrictions imposed by the
South African Reserve Bank on all foreign companies that have been granted
domestic listing status.
The secondary listing of Capital & Counties Properties PLC on the JSE will be,
for South African exchange control purposes, an inward listing and the listing
of the Capital & Counties Ordinary Shares on the JSE will be treated as foreign
assets in the hands of South African resident Qualifying Shareholders with the
following consequences:
South African resident investors who are individuals, corporate entities or
trusts may continue to hold, sell or buy Capital & Counties Ordinary Shares on
the Capital & Counties SA Register without restriction; and
South African resident institutional shareholders may only hold Capital &
Counties Ordinary Shares as part of their foreign portfolio allowances. South
African resident institutional investors who are Qualifying Shareholders and who
receive their Capital & Counties Ordinary Shares as a direct consequence of the
Demerger, which receipt results in their foreign portfolio allowances being
exceeded, will be, in terms of the approval received from the exchange control
department of the South African Reserve Bank, granted 24 months to realign their
portfolios following their receipt of the Capital & Counties Ordinary Shares.
Capital & Counties Properties PLC will continue to engage in discussions with
the South African Reserve Bank and the South African National Treasury regarding
the status of its secondary listing on the JSE with a view to obtaining a
directive from the Minister of Finance in South Africa classifying the listing
of Capital & Counties Properties PLC on the JSE as a domestic listing. However,
there can be no guarantee that such a directive will be obtained.
The Demerger is conditional (amongst other things) on:
the approval by Shareholders; and
the confirmation of the Liberty International Reduction of Capital by the Court.
Following the Liberty International Reduction of Capital, the Demerger Assets
will be transferred to Capital & Counties Properties PLC in consideration for
which Capital & Counties Properties PLC will issue to Qualifying Shareholders:
One Capital & Counties Ordinary Share for each Liberty International Ordinary
Share
Shareholders will also continue to hold their existing shares in Liberty
International (which will be renamed Capital Shopping Centres Group PLC).
It should be noted that, although it is currently Liberty International`s
intention that the Demerger should be concluded, Liberty International is
entitled to decide not to proceed with the Demerger at any time prior to the
Liberty International Reduction of Capital becoming effective if it determines
that it would not be in the interests of Shareholders. The Demerger is not
conditional on Admission.
Following the Demerger, Capital & Counties Properties PLC will also reduce its
share capital to create distributable reserves for the purpose of facilitating
the future payment of dividends and to meet its other needs.
The current expected timetable is set out in Appendix 2.
Application has been made to the UKLA for up to 633,956,783 Capital & Counties
Ordinary Shares of 80 pence each to be admitted to the Official List and for
such shares to be admitted to trading on the London Stock Exchange with LSE code
CAPC. The ISIN of the Capital & Counties Ordinary Shares will be GB00B62G9D36.
The JSE has approved the application for the secondary listing of the Capital &
Counties Ordinary Shares in issue in the "Financials-Financial Services-Real
Estate-Real Estate Holding & Development" sector of the JSE under the
abbreviated name CAPCO and JSE code CCO, with effect from 9.00 a.m. (South
African time) on Monday 10 May 2010.
The entitlement to receive Capital & Counties Ordinary Shares pursuant to the
Demerger is not transferable.
The Capital & Counties Ordinary Shares can be held in certificated or
uncertificated form. The certificates will not be renounceable.
The Capital & Counties Ordinary Shares will only be traded on the JSE as
dematerialised shares and accordingly all Shareholders who hold certificated
Capital & Counties Ordinary Shares will have to dematerialise their certificated
shares should they wish to trade on the JSE.
Pending the dispatch of certificates for Capital & Counties Ordinary Shares,
transfers of Capital & Counties Ordinary Shares in certificated form will be
certified against the register of the Company. Temporary documents of title have
not been, and will not be, issued in respect of Capital & Counties Ordinary
Shares.
Existing dividend mandates to bank or building society accounts given in
relation to dividends paid by Liberty International (including in relation to
the currency of such dividends) and instructions given to Liberty International
in relation to notices and other communications will be applied automatically to
the Capital & Counties Ordinary Shares received by Shareholders pursuant to the
Demerger unless a Shareholder gives an alternative notification.
It is expected that the name of Liberty International will change to Capital
Shopping Centres Group PLC at the close of business on Friday 7 May 2010. On
Monday 10 May 2010, the Liberty International Ordinary Shares will begin trading
on the LSE and the JSE under the new name Capital Shopping Centres Group PLC,
with LSE code CSCG, JSE code CSO and ISIN GB0006834344.
APPENDIX 2
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates given in this expected timetable are based on Liberty International`s
current expectations and may be subject to change.
2010
Publication of Prospectus and Circular Friday 12 March
Latest time and date for receipt of proxy forms 11.00 a.m. on Monday
5 April
Liberty International Extraordinary General 11.00 a.m. on
Meeting Wednesday 7 April
Court hearing to confirm Liberty International Tuesday 4 May
Reduction of Capital
Liberty International Reduction of Capital Friday 7 May
becomes effective
Change of name of Liberty International to close of business on
Capital Shopping Centres Group PLC Friday 7 May
Court hearing to confirm the Capital & Counties Monday 17 May
Reduction of Capital.
Capital & Counties Reduction of Capital becomes Tuesday 18 May
effective
EXPECTED TIMETABLE FOR LONDON STOCK EXCHANGE DEALINGS
Last day of dealings in Liberty International Friday 7 May
Ordinary Shares on the LSE cum entitlement to
participate in the Demerger
Transfers of Liberty International Ordinary close of business on
Shares between the principal Liberty Friday 7 May
International UK Register and the Liberty
International SA Register prohibited
Commencement of dealings in the Capital & 8.00 a.m. on Monday
Counties Ordinary Shares on the London Stock 10 May
Exchange on a "when issued basis" (2)(3)
First day of dealings in Liberty International Monday 10 May
(now Capital Shopping Centres) Ordinary Shares
ex entitlement to participate in the Demerger
under LSE code CSCG
Record Time for the purposes of determining 6.00 p.m. on Friday
holders of Liberty International Ordinary Shares 14 May
entitled to participate in the Demerger.
End of prohibition on transfers of Liberty close of business on
International Ordinary Shares between the Friday 14 May
principal Liberty International UK Register and
the Liberty International SA Register
Admission to trading, listing of and 8.00 a.m. on Monday
commencement of dealings in the Capital & 17 May
Counties Ordinary Shares on the London Stock
Exchange
EXPECTED TIMETABLE FOR JSE DEALINGS
Last day to trade Liberty International Ordinary Friday 7 May
Shares on the JSE in order to participate in the
Demerger
Last day to trade under the old name Liberty Friday 7 May
International (4)
Transfers of Liberty International Ordinary close of business on
Shares between the principal Liberty Friday 7 May (South
International UK Register and the Liberty African time)
International SA Register prohibited and
registration of transfers of Liberty
International Ordinary Shares on the Liberty
International SA Register suspended
Listing of and commencement of dealings in the 9.00 a.m. (South
Capital & Counties Ordinary Shares on the JSE African time) on
Monday 10 May
Liberty International Ordinary Shares begin Monday 10 May
trading under the new name of Capital Shopping
Centres Group PLC under JSE code CSO ex
entitlement to participate in the Demerger
Record Time for the purposes of determining 7.00 p.m. (South
holders of Liberty International Ordinary Shares African time) on
entitled to participate in the Demerger and the Friday 14 May
South African record date for name change
End of prohibition on transfers of Liberty close of business on
International Ordinary Shares between the Friday 14 May (South
principal Liberty International UK Register and African time)
the Liberty International SA Register and end of
suspension of registration of transfers of
Liberty International Ordinary Shares in respect
of the Liberty International SA Register
EXPECTED TIMETABLE FOR SETTLEMENT
CREST accounts credited with Capital & Counties 8.00 a.m. on Monday
Ordinary Shares . 17 May
CSDP and broker accounts credited with Capital & 9.00 a.m. (South
Counties Ordinary Shares. African time) on
Monday 17 May
Posting of share certificates for the Capital & by Monday 24 May
Counties Ordinary Shares to Certificated
Shareholders (including SA Certificated
Shareholders).
If any of the above times and/or dates change, the revised times
and/or dates will be notified to Shareholders by announcement through
the Regulatory Information Service of the London Stock Exchange and
the Securities Exchange News Service of the JSE.
All times shown in this document are UK times unless otherwise stated.
South African time will be one hour ahead of UK time from 28 March
2010.
Notes:
(1) These times and dates are indicative only and will depend, among other
things, on the date on which the Court sanctions the Liberty International
Reduction of Capital and/or the Capital & Counties Reduction of Capital (as the
case may be).
(2) Dealings on the London Stock Exchange in Capital & Counties Ordinary Shares
will commence at 8.00 a.m. on Monday 10 May 2010 on a "when issued basis" until
UK Admission. Dealings carried out on a "when issued basis" are in respect of
securities which are subject to an application for listing or trading which are
entered into before, and conditional upon, listing or trading becoming
effective. If UK Admission does not occur by 8.00 a.m. on Monday 17 May 2010,
all dealings made in Capital & Counties Ordinary Shares on the London Stock
Exchange will be of no effect. Such dealings will be at the sole risk of the
parties concerned.
(3) Dealings on the London Stock Exchange in Capital & Counties Ordinary Shares
on Monday 10 May 2010 and Tuesday 11 May 2010 will settle on UK Admission.
(4) Share certificates may not be dematerialised or rematerialised in the name
of Liberty International after Friday 7 May 2010. Share certificates in the new
name may be dematerialised or rematerialised from Monday 17 May 2010.
APPENDIX 3
DEFINITIONS
Admission together, UK Admission and SA Admission.
Admission and Disclosure the "Admission and Disclosure Standards"
Standards of the London Stock Exchange containing,
among other things, the admission
requirements to be observed by companies
seeking admission to trading on the London
Stock Exchange`s main market for listed
securities.
Capital & Counties Ordinary the ordinary shares in the share capital
Shares. of Capital & Counties Properties PLC from
time to time of 80 pence each and, subject
to the Capital & Counties Reduction of
Capital becoming effective, 25 pence each.
Capital & Counties Capital & Counties Properties PLC, a
Properties PLC. company incorporated under the laws of
England and Wales (registered under no.
07145051), with its registered office at
40 Broadway, London, SW1H 0BT and
registered as an external company in South
Africa (registered under no.
2010/003387/10), with its registered
external office at Liberty Life Centre, 1
Ameshoff Street, Johannesburg, 2001.
Capital & Counties Reduction the proposed reduction of capital of
of Capital Capital & Counties Properties PLC under
the Companies Act 2006 as further
described in the Prospectus.
Capital & Counties SA the branch register of members of Capital
Register & Counties Properties PLC in South Africa.
Certificated Shareholders Shareholders who hold certificated Liberty
International Ordinary Shares on the
Liberty International UK Register.
Circular the circular sent to Liberty International
Shareholders and dated 12 March 2010
relating to the Demerger.
Companies Act 2006 the UK Companies Act 2006, as amended.
Court the High Court of Justice of England and
Wales.
CREST the relevant system, as defined in the
CREST Regulations (in respect of which
Euroclear UK & Ireland Limited is the
operator as defined in the CREST
Regulations).
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001 No. 01/378), as amended.
CSDP Central Securities Depositary Participant.
Demerger the demerger of the Demerger Assets from
Liberty International to be implemented
pursuant to the Liberty International
Reduction of Capital.
Demerger Assets Liberty International`s central London
focused property investment and
development division and Chinese fund
investments which comprise the entire
issued share capital of (i) Capital &
Counties Limited, (ii) C&C Properties UK
Limited, (iii) Capco Covent Garden
Limited, (iv) C&C Management Services
Limited, (v) Capvestco Limited, (vi)
Liberty International Asset Management Ltd
and (vii) Capco Group Treasury Limited,
and any intercompany receivables owed by
such companies or their subsidiaries to
Liberty International.
FSA the UK Financial Services Authority.
FSMA the Financial Services and Markets Act
2000, as amended.
JSE the JSE Limited (Registration number
2005/022939/06), a company duly registered
and incorporated with limited liability
under the company laws of South Africa,
licensed as an exchange under the
Securities Services Act, 2004 (Act 36 of
2004).
Liberty International or Liberty International PLC (which will be
Company renamed "Capital Shopping Centres Group
PLC"), a company incorporated under the
laws of England and Wales (registered
under no. 03685527), with its registered
office at 40 Broadway, London SW1H 0BT and
registered as an external company in South
Africa (registered under no.
1999/012910/10), with its registered
external office at Liberty Life Centre, 1
Ameshoff Street, Johannesburg 2001, South
Africa.
Liberty International the extraordinary general meeting of the
Extraordinary General Company which is due to be held on
Meeting Wednesday 7 April 2010, the notice of
which is set out in the Liberty
International Notice of Extraordinary
General Meeting at the end of the
Circular, or any reconvened meeting
following any adjournment thereof.
Liberty International Notice the notice set out at the end of the
of Extraordinary General Circular giving Shareholders notice of the
Meeting Liberty International Extraordinary
General Meeting.
Liberty International the ordinary shares in the share capital
Ordinary Shares of the Company from time to time of 50
pence each.
Liberty International the proposed reduction of capital of the
Reduction of Capital Company under the Companies Act 2006 as
further described in the Prospectus.
Liberty International SA the branch register of members of the
Register Company in South Africa.
Liberty International UK the register of members of the Company in
Register the UK excluding, for the avoidance of
doubt, the Liberty International SA
Register.
Listing Rules the Listing Rules made by the FSA under
Part VI of FSMA.
London Stock Exchange or LSE London Stock Exchange.
Official List the Official List of the FSA pursuant to
Part VI of FSMA.
Prospectus the prospectus issued by Capital &
Counties Properties PLC in connection with
Admission and dated 12 March 2010.
Qualifying Shareholders holders of Liberty International Ordinary
Shares on the Liberty International SA
Register and the Liberty International UK
Register at the Record Time.
Record Time as at 6 p.m. (UK time) / 7 p.m. (South
African time) on Friday 14 May 2010, being
the date and time at which the
Shareholders are required to be recorded
on the Liberty International UK Register
and Liberty International SA Register in
order to participate in the Demerger, or
as at 6 p.m. (UK time) / 7 p.m. (South
African time) on such other Friday as the
board of Liberty International (or any
duly authorised committee thereof) may
determine, provided that: (i) such Friday
is the first Friday after the Liberty
International Reduction of Capital becomes
effective; (ii) prior approval of the JSE
is obtained; and (iii) Liberty
International notifies those Shareholders
who are either SA Dematerialised
Shareholders or SA Certificated
Shareholders of the new last day to trade
in order to be recorded in the CSDP/broker
accounts as the holder of Liberty
International Ordinary Shares as at the
new Record Time.
Regulatory Information one of the regulatory information services
Service authorised by the UK Listing Authority to
receive, process and disseminate
regulatory information in respect of
listed companies.
SA Admission admission, in accordance with the listing
requirement of the JSE, of all of the
Capital & Counties Ordinary Shares (by way
of secondary listing) to the main board of
the JSE.
SA Certificated Shareholders Shareholders who hold certificated Liberty
International Ordinary Shares on the
Liberty International SA Register.
SA Dematerialised the holders of Liberty International
Shareholders Ordinary Shares held via Strate, in
uncertificated form and recorded in the
sub-register of the Liberty International
SA Register maintained by a CSDP.
Shareholder holder of Liberty International Ordinary
Shares or Capital & Counties Ordinary
Shares as the context requires.
Strate Strate Limited (Registration number
1998/022242/06), a public company
incorporated in accordance with the laws
of South Africa and the electronic
clearing and settlement system used by the
JSE to settle trade.
subsidiaries as defined in Section 1160 of the
Companies Act 2006.
UK Admission the admission of the Capital & Counties
Ordinary Shares to the Official List
becoming effective in accordance with the
Listing Rules and the admission of the
Capital & Counties Ordinary Shares to
trading on the London Stock Exchange`s
market for listed securities, becoming
effective in accordance with the Admission
and Disclosure Standards.
UK Listing Authority or UKLA the FSA in its capacity as the competent
authority for the purposes of Part VI of
FSMA and in the exercise of its functions
in respect of the admission to the
Official List otherwise than in accordance
with Part VI of FSMA.
Date: 12/03/2010 14:34:26 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
