| Mon 20 Dec 2010, 7:05 | | GEN - Simon Property Group Inc. - Simon Property Group Inc. (Simon) urges |
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JSE
GEN
GEN - Simon Property Group, Inc. - Simon Property Group, Inc. ("Simon") urges
all shareholders of Capital Shopping Centres Group Plc ("CSC") to demand the
Board provide immediate due diligence
17 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 PROPERTY GROUP, INC. ("SIMON") URGES ALL SHAREHOLDERS OF CAPITAL SHOPPING
CENTRES GROUP PLC ("CSC") TO DEMAND THE BOARD PROVIDE IMMEDIATE DUE DILIGENCE
Following CSC`s adjournment of its EGM, Simon renewed its request to CSC for due
diligence information, which Simon believes to be reasonable, customary and
limited in scope. Not only has Simon`s request again been denied, but the CSC
Board refuses even to enter into a discussion with Simon regarding any
information it would be willing to provide.
The CSC Board has claimed that adjourning the EGM "will ensure that CSC`s
shareholders will have clarity over the nature of any proposal which Simon may
put forward." However, by refusing to provide due diligence information to
Simon, the Board of CSC is perpetuating the lack of clarity that it is
complaining about. Now that the CSC Board has adjourned its EGM, it should use
the additional time to assist Simon to announce a firm offer, which shareholders
can then assess on its merits.
Given the deadline of 12 January for Simon`s firm offer announcement, time is
short. Simon strongly believes the ultimate decision should rest with CSC
shareholders and not with the CSC Board. If the CSC Board genuinely wants its
shareholders to make a "fully informed decision," it should engage with Simon
immediately.
Through its proposed Trafford Centre acquisition, the Board of CSC has agreed to
sell effective control of the company at a discount to NAV. Simultaneously, the
Board is impeding its shareholders from receiving a firm offer from Simon at a
significant premium to NAV. The effect of this is to entrench the Trafford
acquisition, at the expense of a more compelling alternative for shareholders.
Simon urges all CSC shareholders to demand that the board of CSC provides Simon
with due diligence information immediately, to assist Simon to make a firm offer
prior to the 12 January deadline. Simon urges the board of CSC to desist from
its attempts to deny shareholders the chance to make a "fully informed
decision."
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: 20/12/2010 07:05:02 Produced by the JSE SENS Department.
