| Fri 12 Mar 2010, 14:36 | | CCO - Capital & Counties Properties Plc - Abridged pre-listing statement - |
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CCO - Capital & Counties Properties Plc - Abridged pre-listing statement -
secondary listing of Capital And Counties Properties Plc ordinary shares on the
JSE Limited
Capital & Counties Properties PLC
(Incorporated and registered in England and Wales with Registration Number
07145041 and registered in South Africa as an external company with Registration
Number 2010/003387/10)
JSE code: CCO
ISIN: GB00B62G9D36
("the Company" or "Capital & Counties")
ABRIDGED PRE-LISTING STATEMENT
SECONDARY LISTING OF CAPITAL AND COUNTIES PROPERTIES PLC ORDINARY SHARES ON THE
JSE LIMITED ("JSE")
This announcement does not constitute a full pre-listing statement and is not an
invitation to the public to subscribe for the Company`s ordinary shares. It has
been prepared for the purposes of providing information on the Company in terms
of the Listings Requirements of the JSE. For further information shareholders
are referred to the full pre-listing statement dated 12 March 2010, which is
available as set out in paragraph 5 below.
INTRODUCTION
On 9 March 2010, Liberty International PLC ("Liberty International") announced
its audited preliminary results for the year ended 31 December 2009 and its
intention to separate into two businesses, Capital & Counties and Capital
Shopping Centres. Capital & Counties and Capital Shopping Centres have become
distinct businesses with different risk and reward profiles and capital
requirements.
The separation will be effected by way of a demerger of Liberty International`s
central London focused property investment and development division, to a new
company called Capital & Counties Properties PLC, from the rest of the Liberty
International group comprising predominantly the UK shopping centres business.
Liberty International will be renamed Capital Shopping Centres Group PLC.
The demerger will create distinct entities with separate strategic, capital and
economic characteristics and management teams:
Capital & Counties Properties PLC, a central London focused, non-REIT property
company focusing on total return opportunities in London`s real-estate market;
and
Capital Shopping Centres Group PLC, a prime regional shopping centre focused UK
REIT, aiming to deliver strong long-term returns through income and capital
growth.
The Company today announces the posting of its prospectus (the "Prospectus")
along with Liberty International`s circular to Liberty International
shareholders ("Shareholders") in relation to the demerger of the Capital &
Counties business from Liberty International (the "Demerger") and the listing of
the ordinary shares of the Company on the JSE and their admission to trading on
the London Stock Exchange ("LSE").
THE DEMERGER
The Demerger will be effected through a reduction of Liberty International`s
capital (the "Liberty International Reduction of Capital"). This will involve
the cancellation of Liberty International`s share premium account, which is
currently equal to ?1,005,680,998. Following such cancellation, 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 Limited and (vii) Capco
Group Treasury Limited, and any intercompany receivables owed by such companies
or their subsidiaries to Liberty International, will be transferred to the
Company in consideration for which the Company will issue to 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.
The Demerger is conditional (amongst other things) on:
the approval by Shareholders of the resolutions necessary to effect the
Demerger; and
the confirmation of the Liberty International Reduction of Capital by the
English court.
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
it would not be in the interests of Shareholders.
Following the Demerger, the Company will also reduce its share capital to create
distributable reserves for the purpose of facilitating the future payment of its
dividends and to meet its other needs.
Following the Demerger, it is intended that, like Liberty International, the
Company shall have a premium listing on the Official List and a secondary
listing on the JSE.
The secondary listing of the Company 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 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 South African branch 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 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 Capital & Counties ordinary shares.
The Company 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 the Company on
the JSE as a domestic listing. However, there can be no guarantee that such a
directive will be obtained.
SHARE CAPITAL
On the commencement of listing on the LSE and JSE, the issued share capital of
the Company is expected to be 621,828,502 ordinary shares of 80 pence each, to
be reduced to 25 pence each pursuant to the proposed reduction of capital by the
Company shortly after listing. All Capital & Counties ordinary shares will rank
pari passu. The Company will be listed in the Real Estate Holding and
Development sector of the Main Board of the JSE List under the abbreviated name
"CAPCO", JSE code "CCO" and ISIN GB00B62G9D36.
DIRECTORS
The names, business address and functions of the directors of the Company are
set out below.
Name Function
Ian Durant Chairman
Ian Hawksworth Chief Executive Officer
Soumen Das Finance Director
Gary Yardley Investment Director
Ian Henderson CBE Deputy Chairman and Senior
Independent Non-Executive
Director
David Fischel Non-Executive Director
Graeme Gordon Non-Executive Director
Andrew Huntley Non-Executive Director
Andrew Strang Non-Executive Director
The business address of the directors of the Company is 40 Broadway, London SW1H
0BT, United Kingdom.
COPIES
The full Prospectus is available only in English and copies will shortly be
available between 08h30 and 17h00 on any business day at the following places,
up to and including 17 May 2010,:
The Company`s registered office in England, 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.
The full Prospectus is also available on www.liberty-international.co.uk.
12 March 2010
Enquiries
Liberty International PLC
Tel: +44 (0) 20 7960 1200
David Fischel
Ian Durant
Joint financial advisor and sole sponsors in the UK and South Africa
NM Rothschild & Sons Limited
NM Rothschild & Sons (South Africa) (Proprietary) Limited
Joint Financial adviser and joint Broker
Merrill Lynch International
Joint Broker
UBS Limited
Legal Advisers to Liberty International and the Company as to English and US law
Linklaters LLP
Legal Advisers to Liberty International and the Company as to South African law
Edward Nathan Sonnenbergs
Legal Advisers to the Sponsors as to English and US law
Herbert Smith LLP
Reporting Accountants
PricewaterhouseCoopers
Public relations
UK - Hudson Sandler
South Africa - College Hill
Date: 12/03/2010 14:36:01 Produced by the JSE SENS Department.
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