| Fri 14 Jan 2011, 15:06 | | CSO - Capital Shopping Centres Group Plc - Posting of notice of adjourned |
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CSO
CSO
CSO - Capital Shopping Centres Group Plc - Posting of notice of adjourned
extraordinary general meeting
CAPITAL SHOPPING CENTRES GROUP PLC
(Registration number UK3685527)
ISIN Code:GB0006834344
JSE Code: CSO
Capital Shopping Centres Group PLC
14 January 2011
POSTING OF NOTICE OF ADJOURNED EXTRAORDINARY GENERAL MEETING
On 20 December 2010, Capital Shopping Centres Group PLC ("CSC" or the "Company")
held an Extraordinary General Meeting (the "Original EGM") at which a resolution
to adjourn a vote approving the acquisition of the Trafford Centre Group was
approved by the Company`s shareholders (the "Shareholders").
The Company today announces that it is posting to Shareholders a notice (the
"Adjourned EGM Notice") of Adjourned Extraordinary General Meeting (the
"Adjourned EGM"), confirming that the Adjourned EGM will be held at 4.00 p.m. on
26 January 2011 at One Whitehall Place, Westminster, London SW1A 2EJ. The
Adjourned EGM will consider the resolution to approve the acquisition of the
Trafford Centre Group on the revised terms set out in the Company`s RNS
announcement released at 7.00 a.m. on 7 January 2011.
The Adjourned EGM Notice is available immediately for download on the Company`s
website at www.capital-shopping-
centres.co.uk/investors/shareholder_info/trafford_egm/.
Forms of Proxy submitted in relation to the Original EGM will remain valid for
the Adjourned EGM. Shareholders who have already appointed a proxy do not need
to take any action, unless they wish to change their proxy or their voting
instructions or to confirm original split voting instructions where there has
been a subsequent change in shareholding.
Shareholders wishing to appoint a proxy, change their proxy or amend or confirm
their proxy voting instructions should read the Adjourned EGM Notice, including
the Notes thereto, for instructions on how to do so.
Completion and return of a Form of Proxy will not prevent Shareholders (or their
duly appointed representatives) from attending the Adjourned EGM and voting in
person should they wish to do so.
An expected timetable of principal events in relation to the Adjourned EGM and
the acquisition of the Trafford Centre Group is set out in Appendix 1 below.
Contacts:
Capital Shopping Centres Group PLC +44 (0)20 7887 4220
Susan Folger Company Secretary
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code on Takeovers and Mergers (the "Code"), any
person who is interested in 1 per cent. 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 p.m. (London time) on the
10th business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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
per cent. 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 p.m.
(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 and the Adjourned EGM Notice is available, free of
charge, at www.capital-shopping-
centres.co.uk/investors/shareholder_info/trafford_egm/. You may request a hard
copy of this announcement, free of charge, by contacting the Company at 40
Broadway, London SW1H 0BT (by email: feedback@capshop.co.uk, or by telephone:
+44 (0)20 7960 1236). You may also request that all future documents,
announcements and information to be sent to you in relation to the acquisition
of the Trafford Centre Group should be in hard copy form.
Appendix 1
Expected timetable of principal events
Each of the times and dates in the table below is indicative only and may be
subject to change.
2011
Latest time and date for receipt of Forms 4.00 p.m. on 24 January
of Proxy
Record Date for voting at Adjourned EGM 24 January
Adjourned EGM 4.00 p.m. on 26 January
Completion of acquisition of Trafford 28 January
Centre Group
Admission of Consideration Shares on the 28 January
London Stock Exchange
Admission of Consideration Shares on the 28 January
Johannesburg Stock Exchange
Notes:
(a) The times and dates set out in the expected timetable of principal events
above and mentioned throughout this document may be adjusted by CSC, in
which event details of the new times and dates will be notified to the UK
Listing Authority, and an announcement will be made on a Regulatory
Information Service and on SENS and, if appropriate, will be notified to
Shareholders. Notwithstanding the foregoing, Shareholders may not receive
any further written communication.
(b) References to times in this document are to London times unless otherwise
stated.
(c) Transfers of Ordinary Shares between the principal CSC UK Register and the
CSC SA Register will be prohibited, and the registration of CSC Ordinary
Shares on the SA Register will be suspended, from the close of business on
17 January 2011 until the Record Date for voting at the Adjourned EGM.
14 January 2011
Sponsor:
Merrill Lynch SA (Pty) Limited
Date: 14/01/2011 15:06:40 Produced by the JSE SENS Department.
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