| Wed 7 Mar 2012, 17:45 | | CSO - Capital Shopping Centres Group Plc - Capital Shopping Centres Group Plc |
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CSO
CSO
CSO - Capital Shopping Centres Group Plc - Capital Shopping Centres Group Plc
Annual financial report 2011, Notice of 2012 Annual General Meeting and Scrip
dividend Scheme Booklet
CAPITAL SHOPPING CENTRES GROUP PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: CSO
Issuer Code: CSCSCG
CAPITAL SHOPPING CENTRES GROUP PLC
Capital Shopping Centres Group PLC (the "Company")
CAPITAL SHOPPING CENTRES GROUP PLC ANNUAL FINANCIAL REPORT 2011, NOTICE OF 2012
ANNUAL GENERAL MEETING AND SCRIP DIVIDEND SCHEME BOOKLET
Capital Shopping Centres Group PLC has today published its Annual Report for the
year ended 31 December 2011 ("Annual Report"), Notice of 2012 Annual General
Meeting ("AGM Notice") and Scrip Dividend Scheme Booklet ("Scrip Booklet"). All
three documents are available for download at www.capital-shopping-
centres.co.uk.
In addition, attention is drawn to the Company`s Audited Results for the year
ended 31 December 2011 which were published on 23 February 2012 and are also
available for download at www.capital-shopping-centres.co.uk.
The AGM Notice contains, amongst other matters, a resolution which proposes
changes to the Company`s Articles of Association. A summary of the proposed
changes is set out in Appendix A to this announcement.
Copies of the Annual Report, AGM Notice and Scrip Booklet have been submitted to
the National Storage Mechanism, and will shortly be available for inspection at
www.hemscott.com/nsm.do.
In accordance with DTR 6.3.5, the information in Appendix B to this announcement
is extracted from the Annual Report and should be read in conjunction with
Capital Shopping Centres Group PLC`s Audited Results for the year ended 31
December 2011 which were released on 23 February 2012. Together these constitute
the material required by DTR 6.3.5 to be communicated to the media in unedited
full text through a Regulatory Information Service.
Appendix A
Summary of proposed amendments to be made to Capital Shopping Centres Group
PLC`s Articles of Association (which, if approved, will come into force from the
close of the Annual General Meeting to be held on 23 April 2012):
A special resolution is proposed to amend part of Article 132 of the Company`s
Articles of Association in order to clarify certain provisions in respect of any
scrip dividend scheme which the Company may decide to implement.
The current Articles already allow the Directors to offer a scrip dividend
alternative (subject to shareholder approval). The revised paragraphs of Article
132, as set out on page 10 of the AGM Notice, describe the method by which the
price of a scrip share is to be calculated (including to reflect the
requirements of the JSE), and provide the Directors with suitable flexibility as
to the treatment of any fractional entitlements that may arise in connection
with the operation of a scrip dividend scheme and the requirements for the two
exchanges on which the Company`s shares are listed. The proposed new Articles of
Association, showing all the changes to the current Articles of Association, are
available for inspection during normal business hours at the offices of
Linklaters LLP, One Silk Street, London, EC2Y 8HQ, and will be available for
inspection at the place of the meeting, One Whitehall Place, London, SW1A 2HD,
at least 15 minutes prior to the commencement of, and during the continuance of,
the AGM.
Appendix B - Key risks and uncertainties
CSC recognises that it faces a number of risks in achieving its strategic
objectives. Effective identification and management of risks is a major factor
in CSC`s ability to deliver strategic objectives. The risk management framework
targets the early identification of keys risks and the formation of plans to
remove or mitigate them. It focuses on managing these risks to maximise returns
and minimise negative impacts.
The CSC Board has overall responsibility for managing risk across the Group. The
process as designed involves identification and review of risk involving all
areas of the business and resulting in appropriate action plans. Operational
reviews performed by each team focus on the impact of changing risks on the
function`s key objectives and, along with reviews of current controls and the
resulting action plans, are subject to executive challenge. The executive team
also conducts a strategic review which considers changes in the overall
environment which may prevent the business from achieving its objectives.
Combined action plans are subject to a detailed review and challenge process,
including by the Audit Committee. Progress on implementation of actions is
regularly monitored and informs the next phase of identification and analysis.
Risk and Impact Mitigation Chan 2011 commentary
ge
Property market: * Focus on prime * Despite macro concerns
macro environment assets and reducing consumer
weakness could * Covenant headroom confidence from early
undermine rental monitored and summer 2011, positive
income levels and stress tested valuation movement of 1
property values, * Regular per cent for the year
reducing return on monitoring of reflecting prime nature
investment and tenant strength and of assets
covenant headroom diversity * Covenant headroom on
individual properties
increased during 2011
Financing: Reduced Regular reporting Renewed uncertainty in
availability of to Board of current banking and debt
funds could limit and projected markets. However CSC`s
liquidity leading funding position position supported by
to restriction of Effective treasury capital raising,
investing and management aimed at acquisition of long-
operating balancing long debt dated Trafford Centre
activities and/or maturity profile debt and new broader-
increase in funding and diversification based corporate
cost of sources of revolving credit
finance facility
Operations: * Strong business * Roll out of group
Accident, system process and policy and best practice
failure or external procedures post Trafford
factors could supported by acquisition complete
threaten the safe regular training * Seamless transition to
and secure and exercises "Facilities Alliance",
environment * Annual audits of CSC`s innovative
provided for operational property management
shoppers and standards carried partnership, with
retailers, leading out by internal and efficiency savings
to financial and/or external reinvested in fabric
reputational loss consultants improvements
* Culture of * Mid year riots
visitor safety provided test of
* Retailer liaison existing procedures:
and briefings generally well managed,
* Appropriate learning points
levels of insurance implemented including
new policies on
monitoring and use of
social media
* Regulatory change:
good ranking in Carbon
Reduction Commitment
"early action metrics"
Strategy and * Annual strategic * Focus on optimising
execution: review by Board performance of pre-
Misjudged or poorly informed by eminent centres to
executed strategy external research benefit from ongoing
fails to create and advice structural shift in UK
shareholder value * Board and retail, including
management team broader offer of leisure
experienced in and catering and
shopping centre and inclusion of "theatre"
broader retail * Fresh perspective from
industry new directors /
* Engagement with management has enhanced
national and debate while maintaining
international our long term
retailers sustainable growth
* Key staff objective
succession
planning,
performance-based
incentives
Developments and * Capital Projects * Increased focus on pre-
acquisitions: Committee reviews let space before
Misjudged or poorly detailed appraisals committing capital to
executed project before and monitors projects
results in progress during * Unprecedented number
increased cost or significant of planning applications
income foregone, projects including local
hence fails to * Research and consultations,
create shareholder third party due positioning the group
value diligence for next phase of growth
undertaken for
transactions
Enquiries:
Susan Marsden
Company Secretary
Capital Shopping Centres Group PLC
+ 44 20 7887 7073
7 March 2012
Sponsor:
Merrill lynch SA (Pty) Limited
Date: 07/03/2012 17:45:01 Produced by the JSE SENS Department.
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