| Fri 3 Dec 2010, 17:45 | | CSO - Capital Shopping Centres Group Plc - Form 8 (OPD) |
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CSO
CSO
CSO - Capital Shopping Centres Group Plc - Form 8 (OPD)
CAPITAL SHOPPING CENTRES GROUP PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: CSO
Issuer Code: CSCSCG
CAPITAL SHOPPING CENTRES GROUP PLC (the "Company")
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of
the Takeover Code (the "Code")
1. KEY INFORMATION
(a)Identity of the party to the offer making Capital Shopping Centres Group
the disclosure: PLC (the "Company")
(b)Owner or controller of interests and N/A
short positions disclosed, if different from
1(a):
The naming of nominee or vehicle
companies is insufficient
(c)Name of offeror/offeree in relation to Capital Shopping Centres Group
whose relevant securities this form relates: PLC
Use a separate form for each party to
the offer
(d)Is the party to the offer making the OFFEREE
disclosure the offeror or the offeree?
(e)Date position held: 3 December 2010
(f)Has the party previously disclosed, or is NO
it today disclosing, under the Code in
respect of any other party to this offer?
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates
Class of relevant security: 50p ordinary shares
Interests Short positions
Number % Number %
(1)Relevant securities owned Nil Nil
and/or controlled:
(2)Derivatives (other than Nil Nil
options):
(3)Options and agreements to Nil Nil
purchase/sell:
TOTAL: Nil Nil
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in
relation to which subscription right
exists:
Details, including nature of the
rights concerned and relevant
percentages:
If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2(a)
or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the
party to the offer making the disclosure or any person acting in concert with
it (see Note 3 on Rule 2.11 of the Code):
None
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING
THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person
acting in concert with the party to the offer making the disclosure:
Shares
The directors/PDMRs of the Company have the following beneficial interests in
shares in the Company.
Existing Shares Percentage of Issued
Share Capital*
Chairman
Patrick Burgess MBE 29,266 0.004
Executive Directors
David Fischel 549,322 0.079
Matthew Roberts 30,000 0.004
Kay Chaldecott 102,800 0.015
Non-Executive Directors
John Abel 122,221 0.018
Richard Gordon** 10,710,526 1.549
Ian Henderson CBE 12,601 0.002
Andrew Huntley 12,000 0.002
Rob Rowley 1,260 0.0002
Senior Management
Martin Ellis 10,000 0.001
Susan Folger 8,443 0.001
Hugh Ford 15,262 0.002
Caroline Kirby 24,456 0.004
Trevor Pereira 1,638 0.0002
*Including 62.3 million new ordinary shares issued by Capital Shopping Centres
Group PLC on 30 November 2010 pursuant to the Placing announced by it on 25
November 2010.
**Mr R Gordon`s interest was also included in the Form 8.3 issued by the Gordon
Family Interests on 30 November 2010.
Share Incentive Plan
Conditional awards made under the Company`s annual bonus scheme includes Share
Incentive Plan ("SIP") shares which are held in trust for a period of five years
to qualify for full tax advantage.
Additionally employees and the directors are eligible to participate in a
partnership scheme in which they can save money from their pre-tax salary to
purchase ordinary shares (``Partnership Shares``). For every two Partnership
Shares purchased, the participating employees receive one free ordinary share
(one free ordinary share for every four Partnership Share purchased for years
prior to 2008) (``Matching Shares``). The Partnership Shares are purchased
annually using savings accumulated over the 12-month period. Partnership and
Matching Shares must then be kept in trust for five years.
The dividend payable in respect of the ordinary shares held in trust is used to
purchase additional ordinary shares (``Dividend Shares``) which are also held in
trust. The Dividend Shares are generally required to be held in trust for a
minimum period of three years from the date of acquisition.
The principal terms of the SIP are set out in the combined prospectus and
circular issued by the Company on 26 November 2010.
The directors/PDMRs of the Company have the following interests in shares in the
Company resulting from their participation in the Company`s SIP:
Director/Senior Year SIP Partner Matching Dividend
Manager Awarded Shares ship Shares Shares Shares
Kay Chaldecott 2005 306 197 49
2006 272 156 39
2007 248 128 32 99
2008 302 148 74 154
2009 335 168 45
2010 367 183 137
David Fischel 2002 529 21
2003 531 265 66 47
2004 412 259 65 68
2005 306 197 49 76
2006 272 156 39 85
2007 248 128 32 99
2008 302 148 74 154
2009 335 168 45
2010 367 183 237
Martin Ellis 2002 529 21
2003 442 38
2004 412 48
2005 306 51
2006 272 156 39 58
2007 248 127 31 71
2008 302 149 76 116
2009 334 167 36
2010 367 183 189
Susan Folger 2005 306 197 49
2006 272 156 39 39
2007 248 128 32 95
2008 302 148 74 150
2009 335 168 26
2010 367 183 136
Hugh Ford 2004 337 11
2005 306 197 49 21
2006 272 156 39 34
2007 248 127 32 47
2008 302 149 74 83
2009 334 167 26
2010 367 184 147
Caroline Kirby 2002 529 21
2003 376 106 26 38
2004 412 103 26 52
2005 306 197 49 60
2006 272 156 39 70
2007 248 128 32 83
2008 302 148 75 132
2009 335 167 41
2010 367 184 210
Trevor Pereira 2008 302 10
2009 334 167 7
2010 367 183 57
The Capital Shopping Centres Group PLC
Unapproved Share Option Scheme
The directors/PDMRs of the Company have the following interests in shares in the
Company resulting from their participation in the Company`s Unapproved Share
Option Scheme:
Director/Senior Year Option Price Number of Exercisable
Manager Granted (pence) share options between
held
David Fischel 2009 271.69 649,648 2012-2019
2010 313 607,000 2013-2020
Matthew Roberts 2010 313 437,416 2013-2020
Kay Chaldecott 2004 528.24 33,034 2007-2014
2009 271.69 451,441 2012-2019
2010 313 460,000 2013-2020
Martin Ellis 2004 528.24 19,821 2007-2014
2009 271.69 147,524 2012-2019
2010 313 220,000 2013-2020
Susan Folger 2004 528.24 26,428 2007-2014
2009 271.69 88,062 2012-2019
2010 313 158,000 2013-2020
Hugh Ford 2004 528.24 33,963 2007-2014
2009 271.69 264,276 2012-2019
2010 313 306,000 2013-2020
Caroline Kirby 2004 528.24 19,821 2007-2014
2009 271.69 147,524 2012-2019
2010 313 220,000 2013-2020
Trevor Pereira 2009 271.69 94,668 2012-2019
2010 313 201,000 2013-2020
The Capital Shopping Centres Group PLC
Approved Share Option Scheme
The directors/PDMRs of the Company have the following interests in shares in the
Company resulting from their participation in the Company`s Approved Share
Option Scheme:
Director/Senior Year Option Price Number of share Exercisable
Manager Granted (pence) options held between
David Fischel 2009 271.69 11,041 2012-2019
Matthew Roberts 2010 313 9,584 2013-2020
Kay Chaldecott 2009 271.69 11,041 2012-2019
Martin Ellis 2009 271.69 11,041 2012-2019
Susan Folger 2009 271.69 11,041 2012-2019
Hugh Ford 2004 528.24 5,678 2007-2014
Caroline Kirby 2009 271.69 11,041 2012-2019
Trevor Pereira 2009 271.69 11,041 2012-2019
UBS Limited, a party acting in concert with the Company, was interested directly
or indirectly in 114,067 ordinary shares of the Company as follows:
UBS Securities LLC - 450 shares UBS South Africa (Pty) Ltd - 113,617 shares
If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 3 for
each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may be
an inducement to deal or refrain from dealing entered into by the party to the
offer making the disclosure or any person acting in concert with it:
If there are no such agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or
derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer making the disclosure, or any person acting in
concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 3 December 2010
Contact name: John Armstrong
Telephone number: +44 (0)207 887 7064
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel`s Market Surveillance Unit is available
for consultation in relation to the Code`s dealing disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel`s website at www.thetakeoverpanel.org.uk.
3 December 2010
Sponsor:
Merrill Lynch SA (Pty) Limited
Date: 03/12/2010 17:45:01 Produced by the JSE SENS Department.
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