| Fri 17 Dec 2010, 7:06 | | GEN -Simon Property Group Inc. (SIMON) welcomes adjournment of Capital |
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JSE
GEN
GEN -Simon Property Group, Inc. ("SIMON") welcomes adjournment of Capital
Shopping Centres Group Plc ("CSC") EGM
15 December 2010
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
For immediate release
SIMON PROPERTY GROUP, INC. ("SIMON")
CAPITAL SHOPPING CENTRES GROUP PLC ("CSC")
Simon welcomes the announcement by CSC that CSC has decided to adjourn its
proposed EGM until late-January. Simon believes its indicative offer of 425
pence per share represents a full and fair valuation for CSC, allowing
shareholders to receive a substantial premium to CSC`s latest NAV and to the
price of 367 pence, at which CSC is proposing to issue 25% of its shares to
Peel Group.
The conditions set forth in Simon`s indicative offer are customary and should
pose no barrier towards consummating a transaction. Simon`s board is fully
supportive of the indicative offer, and given Simon`s strong balance sheet,
access to capital and track record of successfully completing acquisitions,
there can be no serious doubt as to Simon`s desire and ability to complete the
proposed transaction.
CSC publicly stated on December 8 that it would not provide customary non-
public due diligence information in light of the fact that Simon had not made
an indicative offer. Simon has now made an indicative offer, and we expect
CSC to provide the information requested so that Simon is in a position to
make a formal offer for the benefit of CSC`s shareholders. Simon stands ready
to commence due diligence immediately.
Enquiries:
Simon
Shelly Doran (Investors) Telephone: +1 317 685 7330
Les Morris (Media) Telephone: +1 317 263 7711
Citi Telephone: +44 (0) 20 7986 4000
(Financial adviser to Simon)
Philip Robert-Tissot
Grant Kernaghan
Charles Lytle
Lazard Telephone: +44 (0) 20 7187 2000
(Financial adviser to Simon)
Jeffrey Rosen
William Rucker
Patrick Long
Evercore Telephone: +44 (0) 20 7268 2702
(Financial adviser to Simon)
Julian Oakley
Citigate Dewe Rogerson Telephone: +44 (0) 20 7638 9571
(UK media adviser to Simon)
Grant Ringshaw
Patrick Donovan
Tom Baldock
Sard Verbinnen & Co Telephone: +1 212 687 8080
(US media adviser to Simon)
Hugh Burns
Brooke Gordon
Nathaniel Garnick
Citi, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting for Simon and no one else in relation to the
matters referred to in this announcement and will not be responsible to anyone
other than Simon for providing the protections afforded to customers of Citi
or for providing advice in relation to the contents of this announcement.
Lazard & Co., which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Simon and no one else in relation
to the matters referred to in this announcement, and will not be responsible
to anyone other than Simon for providing the protections afforded to customers
of Lazard & Co. or for providing advice in relation to the contents of this
announcement.
Evercore Partners, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Simon and no one else in
relation to the matters referred to in this announcement and will not be
responsible to anyone other than Simon for providing the protections afforded
to customers of Evercore Partners or for providing advice in relation to the
contents of this announcement.
Forward looking statements
This announcement contains certain "forward looking statements". These
statements are based on the current expectations of the management of Simon
and are naturally subject to uncertainty and changes in circumstances. The
forward-looking statements contained in this announcement include statements
relating to the expected effects of the Acquisition on CSC, the expected
timing and scope of the Acquisition, and other statements other than
historical facts.
Forward-looking statements include statements typically containing words such
as "will", "may", "should", "believe", "intends", "expects", "anticipates",
"targets", "estimates" and words of similar import. Although Simon believes
that the expectations reflected in such forward-looking statements are
reasonable, Simon can give no assurance that such expectations will prove to
be correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward looking statements. These factors include: local and
global political and economic conditions; changes in UK real estate market
conditions and valuations; competitors` actions; foreign exchange rate
fluctuations and interest rate fluctuations (including those from any
potential credit rating decline); legal or regulatory developments and
changes; the outcome of any litigation; the impact of any acquisitions or
similar transactions; success of business and operating initiatives; and
changes in the level of capital investment. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results. Neither
Simon nor any of its affiliated companies undertakes any obligation to update
or revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.
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 an offeree 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 offeree 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 offeree 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 offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree 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 offeree 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 an offeree 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 offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree 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 offeree and offeror companies 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: 17/12/2010 07:05:03 Produced by the JSE SENS Department.
