| Thu 20 Jan 2011, 7:05 | | CSO - Capital Shopping Centres Group Plc - Publication of supplementary |
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CSO
CSO
CSO - Capital Shopping Centres Group Plc - Publication of supplementary
prospectus
CAPITAL SHOPPING CENTRES GROUP PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: CSO
PUBLICATION OF SUPPLEMENTARY PROSPECTUS
Further to the publication of the combined prospectus and circular of Capital
Shopping Centres Group PLC ("CSC" or the "Company") on 26 November 2010 (the
"Original Prospectus"), the RNS announcement released by the Company at 7.00
a.m. on 7 January 2011 (the "RNS Announcement") and the announcement on 11
January 2011 by Simon Property Group, Inc. ("Simon") that it does not intend to
make an offer for the Company (the "Simon Withdrawal"), CSC today announces the
publication of a supplementary prospectus (the "Supplementary Prospectus"). The
Supplementary Prospectus relates to the information in the RNS Announcement,
including details of the revised terms agreed between the Company and Peel for
the acquisition of the Trafford Centre Group, an updated pro forma statement of
net assets, updated valuations in relation to the Company`s properties as at 31
December 2010 and an opinion given by DTZ that CSC`s assets would warrant a
premium over their individual property valuations if disposed of as a portfolio
on the open market today. The Supplementary Prospectus also contains details of
the Simon Withdrawal.
The Supplementary Prospectus is available immediately for download on the
Company`s website at: http://www.capital-shopping-
centres.co.uk/investors/shareholder_info/trafford_egm/.
Capitalised terms used but not defined in this announcement have the same
meanings as set out in the announcement released by the Company at 7.00 a.m. on
25 November 2010 in connection with the Trafford Centre acquisition.
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 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.
Copies of the Supplementary Prospectus may also be inspected during usual
business hours on any Business Day up to and including the date on which
admission of the Consideration Shares occurs at the registered office of the
Company (40 Broadway, London SW1H 0BT, United Kingdom), at the offices of
Linklaters LLP, One Silk Street, London, EC2Y 8HQ, United Kingdom, at the
offices of Merrill Lynch South Africa (Pty) Ltd, 138 West Street, Sandown,
Sandton 2196, South Africa and will also be available for inspection at the
adjourned Extraordinary General Meeting of the Company for at least 15 minutes
prior to and during the meeting.
A copy of the Supplementary Prospectus has also been submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.Hemscott.com/nsm.do.
19 January 2011
Sponsor:
Merrill Lynch SA (Pty) Limited
Date: 20/01/2011 07:05:03 Produced by the JSE SENS Department.
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