| Thu 25 Nov 2010, 15:24 | | CSO - Capital Shopping Centres Group Plc - Result of the placing of 62.3 |
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CSO
CSO
CSO - Capital Shopping Centres Group Plc - Result of the placing of 62.3
Million new ordinary shares raising gross proceeds of GBP221.2 Million
CAPITAL SHOPPING CENTRES GROUP PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: CSO
25 November 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
CAPITAL SHOPPING CENTRES GROUP PLC
RESULT OF THE PLACING OF 62.3 MILLION NEW ORDINARY SHARES RAISING GROSS
PROCEEDS OF GBP221.2 MILLION
Capital Shopping Centres Group PLC (the "Company" or "CSC") announces that it
has raised GBP221.2 million before commissions and expenses from the Placing
completed today of 62,300,000 new Ordinary Shares (the "Placing Shares") at a
price of 355 pence per share (the "Placing Price"). The Placing represents 9.9
per cent. of the Company`s Existing Shares immediately prior to the Placing.
The Placing Shares will be issued credited as fully paid and will rank pari
passu with the Company`s Existing Shares, including the right to receive all
dividends and other distributions declared, made or paid, in respect of such
shares after the date of issue of the Placing Shares.
Settlement of the Placing Shares is expected to occur on 30 November 2010. The
Company will apply for admission of the Placing Shares to the Official List of
the Financial Services Authority and to listing on the London Stock Exchange`s
main market for listed securities. It is expected that UK Admission in respect
of the Placing Shares will take place and that trading will commence on 30
November 2010. Subject to all conditions being fulfilled, 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 listing of the Placing Shares on the Johannesburg Stock Exchange will
take place on 30 November 2010.
The Placing is conditional, inter alia, upon Placing Admission becoming
effective and the Placing and Sponsor`s Agreement not being terminated.
Capitalised terms used but not defined in this announcement have the same
meanings as set out in the Placing Press Announcement released by the Company
at 7.00 a.m. today.
Appendix 1 contains statistics in relation to the Placing and the Acquisition
based on the Placing Price and number of Placing Shares set out above which
supersedes any information in the Placing Press Announcement released at 7.00
a.m. today. These statistics are consistent with the statistics that will be
included in the combined circular and prospectus to be posted to Shareholders
in due course.
Merrill Lynch International is acting as Sponsor in connection with the
Placing. Merrill Lynch International and UBS Limited are acting as Joint
Bookrunners in connection with the Placing. RBS Hoare Govett is acting as Lead
Manager in connection with the Placing.
Merrill Lynch International is acting as Sponsor and Financial Adviser to CSC
in connection with the Acquisition. UBS Limited is also providing financial
advice to the Company in connection with the Acquisition.
ENQUIRIES:
Capital Shopping Centres Group PLC: +44 (0)20 7887 4220
David Fischel Chief Executive
Matthew Roberts Finance Director
Kate Bowyer Investor Relations
BofA Merrill Lynch: +44 (0)20 7628 1000
Simon Mackenzie-Smith
Simon Fraser
George Close-Brooks
Rajan Somchand
UBS Investment Bank: +44 (0)20 7567 8000
Hew Glyn Davies
Jonathan Bewes
Fergus Horrobin
Chris Madderson
RBS Hoare Govett: +44 (0)20 7678 8000
Justin Jones
Sara Hale
Lee Morton
Hudson Sandler (UK Public Relations) +44 (0)20 7796 4133
Michael Sandler
Wendy Baker
College Hill Associates (SA Public Relations)
Nicholas Williams +27 (0)11 447 3030
Merrill Lynch International, 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 CSC and no one else
in connection with the Placing and Admission and will not regard any other
person (whether or not a recipient of this document) as a client in relation
to the Placing and Admission and will not be responsible to anyone other than
CSC for providing the protections afforded to its clients or for providing
advice in relation to the Placing and Admission or any transaction,
arrangement or other matter referred to in this document.
UBS Limited is acting exclusively for CSC and no one else in connection with
the Placing and Admission and will not regard any other person (whether or not
a recipient of this document) as a client in relation to the Placing and
Admission and will not be responsible to anyone other than CSC for providing
the protections afforded to its clients or for providing advice in relation to
the Placing and Admission or any transaction, arrangement or other matter
referred to in this document.
RBS Hoare Govett Limited is acting exclusively for CSC and no one else in
connection with the Placing and Admission and will not regard any other person
(whether or not a recipient of this document) as a client in relation to the
Placing and Admission and will not be responsible to anyone other than CSC for
providing the protections afforded to its clients or for providing advice in
relation to the Placing and Admission or any transaction, arrangement or other
matter referred to in this document.
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. The distribution of this announcement, the Prospectus and any
other documentation associated with the Acquisition and Placing and/or the
transfer of the Consideration Shares and Placing Shares into jurisdictions
other than the United Kingdom may be restricted by law. Persons into whose
possession these documents come should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction. In
particular, such documents should not be distributed, forwarded to or
transmitted, directly or indirectly, in whole or in part, in or into Australia
or Canada or Japan or the United States. These materials do not constitute or
form a part of any offer or solicitation to purchase or subscribe for
securities in the United States or in any other jurisdiction in which such
offer or solicitation is unlawful. No action has been taken by the Company
that would permit an offer of the Consideration Shares and Placing Shares or
possession or distribution of this announcement, the Prospectus or any other
offering or publicity material in any jurisdiction where action for that
purpose is required, other than in the United Kingdom.
The securities mentioned herein have not been and will not be registered under
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
except 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. This
announcement may not be released, published or distributed, directly or
indirectly, in whole or in part, in or into the United States.
No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
The contents of this announcement are not to be construed as legal, financial,
business or tax advice. Each prospective investor should consult its own legal
adviser, financial adviser or tax adviser for legal, financial or tax advice.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of the Company or of any paper
offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any paper offeror is
first identified. An Opening Position Disclosure must contain details of the
person`s interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the Company and (ii) any paper offeror(s).
An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the tenth business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (London time) on the tenth business day following the
announcement in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of the Company or of a paper offeror prior
to the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the Company or of any
paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the Company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the Company and (ii) any paper offeror, save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the business day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of the Company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the Company and by any
offeror and Dealing Disclosures must also be made by the Company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the Company and any offeror in respect of whose relevant securities
Opening Position Disclosures and Dealing Disclosures must be made can be found
in the Disclosure Table on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel`s Market Surveillance Unit on +44 (0)20 7638 0129.
APPENDIX 1
PLACING PRICE AND OTHER STATISTICS
Certain statistics in relation to the Placing and the Acquisition set out in
the Announcement released by the Company at 7.00 a.m. today were expressed to
be dependant on: (i) the Placing Price; and (ii) the number of Placing Shares.
The statistics set out in the Placing Press Announcement assumed a Placing
Price of 368 pence and the issue of 62.3 million Placing Shares. Based on the
actual Placing Price of 355 pence and an aggregate number of Placing Shares of
62,300,000, the following table sets out the final statistics in relation to
the Placing and the Acquisition that were dependant on the actual Placing
Price and number of Placing Shares.
Placing Price 355 pence
Placing Shares 62,300,000
Gross proceeds of the Placing GBP221,165,000
Net proceeds of the Placing(1) GBP216,165,000
Aggregate number of Consideration Shares to be 167,316,817
issued to Peel in respect of the Acquisition
Aggregate nominal amount of Convertible Bonds GBP208,953,000
to be issued to Peel as consideration for the nominal amount of
Acquisition Convertible Bonds
Discount to par value of the Convertible Bonds 3.5 per cent.
issued for cash
Amount of cash to be contributed to the GBP74.4 million
Company by Peel
Pro forma loan to value(2) 47 per cent.
Pro forma Net Asset Value per share (diluted, 375 pence
adjusted)(3)
Headroom post Acquisition and Placing(4) GBP350 million
(1) Calculated as the Placing Price multiplied by the number of Placing
Shares less estimated Placing costs of GBP5 million.
(2) The pro forma loan to value ratio has been calculated as the ratio of net
external debt to the total value of investment, development and trading
properties, updated for the 1 November 2010 property valuations and pro
forma for the Acquisition and the Placing.
(3) The pro forma Net Asset Value per share (diluted, adjusted) is calculated
by dividing the net assets (diluted, adjusted) by the diluted number of
shares pro forma for the Acquisition and the Placing.
(4) The approximate headroom in terms of cash and committed facilities
following the Acquisition and the Placing (after funding certain items
arising as a result of the Acquisition).
Sponsor:
Merrill Lynch SA (Pty) Limited
Date: 25/11/2010 15:24:01 Produced by the JSE SENS Department.
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