| Wed 15 Dec 2010, 16:42 | | CSO - Capital Shopping Centres Group Plc - CSC rejects Simon Proposal and |
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CSO
CSO
CSO - Capital Shopping Centres Group Plc - CSC rejects Simon Proposal and
adjourns Trafford Centre EGM
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
CSC rejects Simon Proposal and adjourns Trafford Centre EGM
Capital Shopping Centres Group PLC ("CSC" or the "Company") notes the
announcement earlier today by Simon Property Group, Inc. ("Simon") concerning an
indicative proposal for the Company at 425 pence per share (inclusive of the
expected final dividend of 10 pence per share which was reaffirmed in the recent
Prospectus sent to shareholders), conditional, among other things, on the
acquisition of the Trafford Centre not proceeding (the "Proposal").
The Board of CSC believes that this is yet another attempt by Simon to frustrate
the Trafford Centre acquisition without putting forward a proper proposal for
CSC shareholders to consider as an alternative, and accordingly unanimously
rejects the Proposal. Notwithstanding this, the Board has concluded that it is
appropriate to adjourn the EGM to endeavour to ensure that CSC`s shareholders
are provided with the necessary information about the Proposal to make a clear
decision.
The Board of CSC considers that Simon`s Proposal is inadequate as:
* 425 pence (including the CSC expected final dividend of 10p per share)
very substantially undervalues the Company and its prospects. CSC owns
an irreplaceable and unrivalled portfolio of regional shopping
centres, built up over 30 years, that is impossible to replicate given
the barriers to entry in this sector - the Enlarged Group will own 4
of the top 6 out-of-town shopping centres in the UK
* It is conditional on satisfactory due diligence and financing. This is
despite: (i) Simon stating in its letter to the CSC Board dated 24
November 2010 that "we have spent a considerable time with our
advisors over the past several weeks completing public diligence on
the Company with a view to making an all cash offer"; (ii) the
subsequent publication by CSC of a detailed Prospectus; and (iii) a
proposal from Simon relating to the funding of the Trafford Centre
acquisition announced on 12 December 2010, which contained no due
diligence requirement
* This proposal is subject surprisingly to the approval of Simon`s own
board
* Simon has indicated no timescale in relation to announcing a firm
intention to make an offer under Rule 2.5 of the Code and has also
specifically reserved its "right to terminate its interest in CSC
immediately at any stage and without reason"
* The Board strongly believes that the inclusion of the Trafford Centre
in CSC`s portfolio will significantly enhance CSC`s value
* The Board believes that CSC`s portfolio will generate long term
attractive returns for shareholders significantly superior to Simon`s
cash proposal
CSC also rejects Simon`s assertions that it has failed to enter into any
dialogue with Simon. The Board has received a series of contradictory letters
and proposals since 24 November 2010 from Simon which have been released by
Simon to the media immediately and before CSC has been able to discuss them.
As a result, the Board`s advisers have today initiated a discussion with the
Takeover Panel to establish a latest date and time by which Simon must make a
formal offer under Rule 2.5 of the Code or confirm that it does not intend to
make an offer.
The Board has decided that it will propose an adjournment to the EGM to approve
the Trafford Centre acquisition. The date of the adjourned EGM is now expected
to be in late January 2011 ahead of the long stop date under the Trafford Centre
acquisition of 31 January 2011. Unless Simon provides to CSC, in advance of the
adjourned EGM date, a firm proposal that the Board would be willing to
recommend, the Board expects to continue to recommend the Trafford Centre
acquisition.
The EGM convened for 12 noon on 20 December 2010 will still proceed but the
Board expects that the only resolution to be proposed will be an adjournment
resolution and that the Chair of the meeting will use his proxies to vote in
favour of the adjournment. Shareholders will not be prevented from attending the
meeting and voting in person if they choose to do so.
The Board, which has been so advised by Merrill Lynch International and UBS
Limited, believes, as outlined above, that Simon`s proposal very substantially
undervalues the Company. In providing advice to the Board, Merrill Lynch
International and UBS Limited have taken into account the Board`s commercial
assessments.
Shareholders should be aware that there is no certainty that an offer by Simon
will be made.
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
BofA Merrill Lynch +44 (0)20 7628 1000
Simon Mackenzie-Smith
Simon Fraser
UBS Investment Bank +44 (0)20 7567 8000
Hew Glyn Davies
Jonathan Bewes
Liam Beere
Merrill Lynch International, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for CSC and no one else in relation to
the matters referred to in this announcement 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 contents of this announcement.
UBS Limited is acting exclusively for CSC and no one else in relation to the
matters referred to in this announcement 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 contents of this announcement.
This announcement does not constitute a prospectus or prospectus equivalent
document.
This announcement has been prepared for the purposes of complying with English
law and the City Code on Takeovers and Mergers (the "Code") and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom.
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 release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
This announcement contains statements about the Company that are or may be
forward looking statements. All statements other than statements of historical
facts included in this announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar substance or
the negative thereof, are forward looking statements. Forward looking statements
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii) business
and management strategies and the expansion and growth of the Company`s
operations; and (iii) the effects of government regulation on the Company`s
business. Such forward looking statements involve risks and uncertainties that
could significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as to the date hereof. The
Company disclaims any obligation to update any forward looking or other
statements contained herein, except as required by applicable law.
Dealing Disclosure Requirements
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 made available, free of charge, at
www.capital-shopping-centres.co.uk/investors/shareholder_info, later today. You
may request a hard copy of this announcement, free of charge, by contacting
Capita Registrars Limited at 34 Beckenham Road, Beckenham, Kent BR3 4TU. You may
also request that all future documents, announcements and information to be sent
to you in relation to the Proposal should be in hard copy form.
Terms defined in the announcement made by the Company at 7am on 25 November 2010
in connection with the Acquisition shall have the same meaning when used in this
announcement.
15 December 2010
Sponsor:
Merrill Lynch SA (Pty) Limited
Date: 15/12/2010 16:42:46 Produced by the JSE SENS Department.
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