| Fri 26 Nov 2010, 13:43 | | CSO - Capital Shopping Centres Group Plc - Publication of Combined Prospectus |
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CSO
CSO
CSO - Capital Shopping Centres Group Plc - Publication of Combined Prospectus
and Circular / Notice of EGM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
CAPITAL SHOPPING CENTRES GROUP PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: CSO
Issuer Code: CSCSCG
26 November 2010
PUBLICATION OF COMBINED PROSPECTUS AND CIRCULAR / NOTICE OF EGM
Further to the Announcement on 25 November 2010, Capital Shopping Centres Group
PLC (the "Company" or "CSC") today announces that the combined prospectus and
circular (the "Prospectus"), containing further details relating to the
Acquisition of The Trafford Centre Group, has been published.
The Prospectus is available immediately for download on the Group`s website
http://www.capital-shopping-centres.co.uk/news/press_releases and will be posted
or otherwise communicated to Shareholders as soon as practicable.
Shareholders will find set out at the end of the Prospectus a notice convening a
general meeting of the Company to be held on 20 December 2010 at 12 noon at 40
Broadway, London SW1H 0BT. This CSC Extraordinary General Meeting is being held
for the purpose of considering and, if thought fit, passing the Resolution. The
Resolution must be passed in order for the Acquisition to proceed. Holders of
Placing Shares will be able to vote on the Resolution.
Shareholders` attention is drawn to the letter from the Chairman of the Company
which is set out on pages 30 to 39, which recommends that Shareholders vote in
favour of the Acquisition
Forms of Proxy for use at the Extraordinary General Meeting will shortly be
posted to Shareholders and, to be valid, should be completed, signed and
returned following the procedures described in Note 1 of the Notice of
Extraordinary General Meeting so as to be received by the Company`s registrars
as soon as possible but, in any event, so as to arrive no later than 12 noon on
18 December 2010. Completion and return of a Form of Proxy will not prevent
members from attending and voting in person should they wish to do so.
A copy of the Prospectus has been submitted to the National Storage Mechanism
and will shortly be available for inspection at www.Hemscott.com/nsm.do.
Copies of the Prospectus and other documents noted in the Prospectus as being
available for inspection may be inspected during usual business hours on any
Business Day up to and including 22 December 2010 at the registered office of
the Company, at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ,
United Kingdom, at the offices of Merrill Lynch South Africa (Pty) Ltd, 138 West
Street, Sandown, Sandton 2196, South Africa and will also be available for
inspection at the Extraordinary General Meeting for at least 15 minutes prior to
and during the meeting.
Capitalised terms used but not defined in this announcement have the same
meanings as set out in the Announcement released by the Company at 7.00 a.m. on
25 November 2010.
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) +27 (0)11 447 3030
Nicholas Williams
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.
Date: 26/11/2010 13:43:01 Produced by the JSE SENS Department.
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