| Wed 8 Dec 2010, 13:58 | | CSO - Capital Shopping Centres Group Plc - Letter from Simon Property Group |
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CSO
CSO
CSO - Capital Shopping Centres Group Plc - Letter from Simon Property Group,
Inc.
CAPITAL SHOPPING CENTRES GROUP PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: CSO
CAPITAL SHOPPING CENTRES GROUP PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Letter from Simon Property Group, Inc.
Capital Shopping Centres Group PLC ("CSC" or the "Company") notes the
announcement and the accompanying letter to the Board of CSC by Simon Property
Group, Inc. ("SPG") released earlier today.
CSC has not received any indicative offer from SPG. In light of this, the Board,
mindful of its fiduciary duties, continues to believe that it is not appropriate
to provide SPG with the non-public due diligence information it has requested.
As the Board has explained in its discussions with SPG, the combined circular
and prospectus (the "Circular") sent to CSC shareholders contains comprehensive
information regarding CSC and the Trafford Centre, including updated valuations.
The Board believes that the Trafford Centre acquisition is a compelling
transaction of significant benefit for CSC shareholders. The acquisition is
consistent with CSC`s objective post-demerger of creating a pure, high quality
UK regional shopping centre REIT which is attractive to investors and vendors of
assets. The Board is confident that CSC`s portfolio, built up over 30 years and
enhanced by the acquisition of the Trafford Centre, will deliver outstanding
shareholder returns as the property sector continues to recover.
The Board considers that SPG`s analysis published today is selective and creates
an inaccurate representation of the overall transaction. As stated in the
Circular, the overall transaction is expected to have a neutral impact on
earnings per share in the first full year and on NAV per share. The long dated
CMBS debt related to the Trafford Centre is an attractive component of the
transaction, enhancing the overall financial position of CSC and lengthening its
average debt maturity. Shareholders will also appreciate that the annual
amortisation of the Trafford Centre debt is a repayment of principal, does not
have an impact on operating cash flow and will continue to generate further
financial headroom. The high quality income stream of the Trafford Centre will
further enhance the overall financial position of CSC and CSC`s dividend policy
will be unchanged by the transaction.
The Board continues to believe it is in shareholders` best interests to proceed
with the acquisition. Accordingly, the Board of CSC reiterates its
recommendation that shareholders vote in favour of the acquisition at the
Extraordinary General Meeting to be held on 20 December 2010.
Contacts:
Capital Shopping Centres Group PLC: +44 (0)20 7887 4220
David Fischel Chief Executive
Matthew Roberts Finance Director
Kate Bowyer Investor Relations
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
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
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%
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 pm (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.
General
A copy of this announcement will be available free of charge on the Company`s
website, www.capital-shopping-
centres.co.uk/investors/shareholderinfo/simon_approach/, later today.
8 December 2010
Sponsor:
Merrill Lynch SA (Pty) Limited
Date: 08/12/2010 13:58:01 Produced by the JSE SENS Department.
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