| Mon 13 Dec 2010, 9:01 | | CSO - Capital Shopping Centres Group Plc - Response to SPG letter |
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CSO
CSO
CSO - Capital Shopping Centres Group Plc - Response to SPG letter
CAPITAL SHOPPING CENTRES GROUP PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: CSO
Response to SPG letter
Capital Shopping Centres Group PLC ("CSC" or the "Company") is responding to
the announcement and the accompanying letter to the Chairman of CSC by Simon
Property Group, Inc. ("SPG") released earlier today which suggests fundamental
changes to the transaction with Peel.
CSC considers that what SPG is suggesting is incapable of implementation and
completely impracticable.
The CSC Board notes that, by making this proposal, SPG is now recognising the
strategic importance of the Trafford Centre as a future part of CSC`s
portfolio.
Peel has reiterated to the CSC Board its consistent view that it wishes to
remain invested in UK regional shopping centres and does not wish to sell the
Trafford Centre for cash as SPG is suggesting. Peel`s stated objective remains
to be a long-term supportive shareholder in CSC as part of Peel`s overall
strategy of investment diversification.
The CSC Board has reviewed what SPG proposes which is that CSC could issue
153.3 million new ordinary shares at 400p per share and GBP209 million of
bonds convertible into 52.2 million new ordinary shares directly to SPG for
cash. The issue would be subject to a clawback of 50% by existing CSC
shareholders.
The CSC Board notes that what SPG proposes would provide SPG with a holding of
between approximately 18.4% and 26.9% in CSC, together with a seat on CSC`s
Board.
It is not open to CSC unilaterally to alter the terms of its legally binding
contract with Peel. Therefore, what SPG proposes does not provide a genuine
alternative for CSC shareholders.
The CSC Board continues to believe it is in CSC shareholders` best interests
to proceed with the acquisition on the terms agreed with Peel which represents
a compelling transaction of significant benefit to CSC shareholders.
Accordingly, the CSC Board reiterates its recommendation that CSC shareholders
vote in favour of the Trafford Centre 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.
Capitalised terms used in this announcement but not defined herein shall have
the meaning attributed to them in the announcement made at 7:00 a.m. on 25
November 2010 by the Company in connection with the Acquisition.
13 December 2010
Sponsor:
Merrill Lynch SA (Pty) Limited
Date: 13/12/2010 09:01:01 Produced by the JSE SENS Department.
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