Capital & Regional - Acquisition and Launch of Open Offer
10/08/2023 07:00
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RNS Number : 9159I Capital & Regional plc 10 August 2023
10 August 2023
UK company number 01399411
LSE share code: CAL
JSE share code: CRP
ISIN: GB00BL6XZ716
LEI: 21380097W74N9OYF5Z25
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NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR FORWARDING
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IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF
OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
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CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 ("MAR") AND THE RETAINED UK LAW VERSION OF MAR PURSUANT TO
THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310) ("UK
MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND
INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO SHARES IN THE
COMPANY EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS WHICH IS TO BE
PUBLISHED.
CAPITAL & REGIONAL PLC
("Capital & Regional" or the "Company" or the "Group")
Acquisition of The Gyle Shopping Centre and Launch of Open Offer
Capital & Regional (LSE: CAL), the UK focused REIT with a portfolio of
in-town community shopping centres, is pleased to announce that it has entered
into an agreement to acquire The Gyle Shopping Centre ("The Gyle" or the
"Property") in Edinburgh for a total acquisition consideration of £40
million, excluding acquisition costs.
The consideration for the acquisition is to be financed through existing funds
held by the Company, a new debt facility of £16 million and the approximately
£25 million of gross proceeds to be received pursuant to a fully underwritten
Open Offer, for which further detail is included below.
The acquisition is in line with the Group's ambition of seeking selective
opportunities to grow the Company and further utilise its leading management
expertise in delivering its tried and tested community centre strategy.
Lawrence Hutchings, Chief Executive Officer, comments
"The strong operational results and continued valuation stabilisation we are
reporting today give us considerable confidence in our own portfolio, platform
and UK Community centres strategy, as well as the physical retail market where
many of the structural changes are maturing.
"This confidence is also reflected in our announcement this morning of the
acquisition of The Gyle Shopping Centre in Edinburgh, which marks the first
step towards rescaling our business and fully leveraging our proven skills and
management expertise. This acquisition allows us to capitalise on an
opportunity to add an established dual supermarket anchored community centre
in Scotland's capital city to our portfolio, in a transaction that will be
part-funded by a £25 million equity raise available to all existing
shareholders and fully underwritten by our majority shareholder, Growthpoint.
"The centre will be accretive to income from day one, with the agreed price
representing a significant discount to the replacement cost and providing us
with a highly attractive entry point from which we can create value. In
addition, we have arranged terms with Morgan Stanley to staple debt to the
acquisition at a 40% LTV capped at a cost of 6.5% fixed for 5 years.
"We have also identified a number of asset management opportunities to create
value including refining the tenant mix, a renewed focus on leasing to improve
occupancy and income, whilst enhancing the centre's appeal to the growing and
affluent catchment in south western Edinburgh."
Key Highlights:
A well-established community shopping centre with opportunities for short and
medium-term value creation:
· £40 million acquisition of The Gyle, a 415,000 square feet
well-established and designed community shopping centre on a 50-acre site in
Edinburgh.
· The Gyle is complementary to the Company's existing portfolio and
provides an opportunity for Capital & Regional to apply its management
capability and experience to improve the centre's retail and services
offering, consistent with the Company's community shopping centre strategy
which was launched in December 2017.
· The Property will require minimal immediate capital expenditure but
the Company anticipates that there is a clear medium-term opportunity for
significant value add initiatives from the Company's existing resources and
from utilising the Group's expertise.
· The Gyle comprises 88 retail units and is anchored by a Marks &
Spencer store and Morrisons supermarket as well.
· The Property's retail space is let at approximately £6.8 million
and approximately £5.77 million of annual gross rent and net rental income,
respectively, with strong rent collection and headline occupancy of 94 per
cent. as well as a weighted average unexpired lease term of 2.1 years.
· The asset is being acquired at a net initial yield of 13.51% that is
expected to rebase to around 12%.
· With a 2022 footfall of 8.6 million, the Property has 2,800 free car
parking spaces and directly serves two large affluent residential areas, as
well as the commercial areas of South Gyle and Edinburgh Park. It is also
served by the tram system which links the nearby airport to Edinburgh City
centre, further improving access and footfall.
First step in rescaling the Company following a period of restructuring and
sectorial challenges:
· The Board believes that the Company has now largely completed the
balance sheet and corporate elements of its Refocus, Restructure and
Recapitalise strategy and is now in a much stronger position, having delivered
a good financial and operational performance over 2022 and for the first half
of 2023.
· As such the Board believes the Company is well placed to deliver
increased shareholder value through the ongoing remerchandising programmes
across the existing portfolio, as well as through selective investment in
attractive opportunities and the utilisation of its scalable management
platform.
Summary of Transaction and Capital Raising:
· Acquisition of The Gyle for a consideration of £40 million in cash
on completion to be financed through existing funds held by the Company, a
£16 million debt facility and the proceeds from a fully underwritten Open
Offer.
· The Company is proposing to raise proceeds of approximately £23.4
million (net of fees, costs and expenses) by way of an open offer of
46,278,681 Open Offer Shares, with the Issue Price representing a 5.43 per
cent. discount to the Closing Price of 57.1 pence per Ordinary Share as at the
Latest Practicable Date.
· Qualifying Shareholders are being given an opportunity to apply for
Open Offer Shares at the Issue Price on the following pro rata basis: 4 Open
Offer Shares at 54 pence each for every 15 Existing Ordinary Shares held and
registered in their name at the Record Date or the SA Record Date (as
applicable).
Description of the Property and Summary of Terms of the Acquisition
The Company has entered into the Acquisition Agreement with Gyle Shopping
Centre Trustee Limited (the "Seller") to acquire The Gyle Shopping Centre in
Edinburgh for a total acquisition consideration of £40 million, excluding
acquisition costs.
The Acquisition will be funded by existing funds held by the Company, a £16
million debt facility, an Open Offer proposing to raise proceeds of
approximately £23.4 million (net of fees, costs and expenses), and the
Group's existing cash resources.
The Gyle Shopping Centre is a well-established and designed community shopping
centre anchored by a Marks & Spencer store incorporating a new 15,000
square foot food hall and Morrisons supermarket. The centre is located six
miles west of Edinburgh city centre in a mixed-use area. The centre directly
serves two large affluent residential areas which lie to the north and east of
the Property as well as the commercial areas of South Gyle and Edinburgh Park
which are to the south and west.
On 10 August 2023, the Company's subsidiary, C&R Retail 1 Limited
exchanged contracts with the Seller, for the acquisition of the Property in
consideration for the payment of £40 million on completion (conditional upon
completion of the Capital Raising). A non-refundable deposit of approximately
£1 million (the "Deposit") was paid on 10 August 2023. Failure to complete
the Acquisition will result in forfeiture of the Deposit, unless the Seller
does not fulfil its obligations under the Acquisition Agreement, in which case
the Deposit will be returned in full to C&R Retail 1 Limited by the
Seller.
The final payment due to the Seller on completion of the Acquisition will be
the purchase price less the Deposit, being approximately £39 million.
The acquisition of The Gyle Shopping Centre is expected to deliver significant
earnings enhancement in the first full year of ownership.
Under the FCA Listing Rules, the Acquisition constitutes a Class 2 transaction
and, as such, this announcement is made in accordance with the Company's
disclosure obligations pursuant to Chapter 10 of the FCA Listing Rules.
Capital Raising/Open Offer
The Capital Raising is being implemented by way of an open offer. The Company
is proposing to raise proceeds of approximately £23.4 million (net of fees,
costs and expenses) by way of an open offer of 46,278,681 Open Offer Shares.
Qualifying Shareholders are being given an opportunity to apply for Open Offer
Shares at the Issue Price on the following pro rata basis: 4 Open Offer Shares
at 54 pence (converted to Rand at the Sterling exchange rate for SA
Shareholders) each for every 15 Existing Ordinary Shares held and registered
in their name at the Record Date.
The Sterling/Rand Exchange Rate to be applied is 24.13180 ZAR to 1 GBP as at 9
August 2023. Accordingly, the Issue Price per Open Offer Share in Rand is
R13.03117. The SA Shareholder Ratio of Entitlement will be: 4 Open Offer
Shares at R13.03117 per share for every 15 Existing Ordinary Shares held and
registered in their name on the SA register and at the Record Date.
The Issue Price represents a 5.43 per cent. discount to the Closing Price of
57.1 pence per Ordinary Share as at the Latest Practicable Date.
Subject to the terms and conditions of the Underwriting Agreement, Growthpoint
has agreed to subscribe in cash for 28,865,018 Open Offer Shares at the Issue
Price, being Growthpoint's full Open Offer Entitlements. Growthpoint has also
agreed to underwrite the Capital Raising by subscribing at the Issue Price for
such number of Open Offer Shares as are not taken up by Qualifying
Shareholders under the Open Offer.
Posting of Prospectus
The Company also confirms that a prospectus, which contains further details
regarding the Open Offer (the "Prospectus"), will be posted to Shareholders
later today upon receipt of the relevant regulatory approvals, along with the
Application Form (where applicable). A further announcement will be made once
the prospectus has been approved.
The terms and conditions of the Open Offer for the Company's shares held on
the SA Register is set out in the Supplementary Information Memorandum which
will be distributed with the Prospectus.
The person responsible for arranging for the release of this announcement on
behalf of Capital & Regional is Stuart Wetherly, Company Secretary.
- ENDS -
For further information:
Capital & Regional plc 020 7932
8000
Lawrence Hutchings
Stuart Wetherly
Panmure Gordon (UK) Limited (Sponsor, Joint Financial Adviser and Joint
Broker)
Amrit Mahbubani
020 7886 2500
Atholl Tweedie
Ailsa Macmaster
David Watkins
Numis Securities Limited (Joint Financial Adviser and Joint Broker)
Ben
Stoop
020 7260 1000
Will Rance
Java Capital (JSE Sponsor)
Shivani Bhikha
+27(0)78 120 6931
Daniel Ross
+27(0)83 716 8665
FTI Consulting
Richard Sunderland 020
3727 1000
Maria Saud
Oliver Parsons
capreg@fticonsulting.com (mailto:capreg@fticonsulting.com)
About Capital & Regional plc:
Capital & Regional is a UK focused retail property REIT specialising in
shopping centres that dominate their catchment, serving the non-discretionary
and value orientated needs of the local communities. It has a track record of
delivering value enhancing retail and leisure asset management opportunities
across a portfolio of tailored in-town community shopping centres.
Using its in-house expert property and asset management platform Capital &
Regional owns and/or manages shopping centres in Hemel Hempstead, Ilford,
Maidstone, Redditch, Walthamstow and Wood Green.
Capital & Regional is listed on the main market of the London Stock
Exchange (LSE) and has a secondary listing on the Johannesburg Stock Exchange
(JSE).
For further information see www.capreg.com (http://www.capreg.com/) .
IMPORTANT NOTICES
This Announcement and the information contained in it is restricted and is not
for release, publication or distribution, in whole or in part, directly or
indirectly into jurisdictions other than the United Kingdom and South Africa
and may be restricted by law. Persons into whose possession this Announcement
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, each of the persons involved in the Capital Raising disclaim
any responsibility or liability for the violation of such restrictions by any
person. In particular, copies of this Announcement are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in, into or from any jurisdiction where to do so would or might
contravene local securities laws or regulations.
Panmure Gordon (UK) Limited ("Panmure"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as Sponsor, joint financial adviser
and joint broker in relation to the Capital Raising exclusively for the
Company and no one else in connection with the matters referred to in this
announcement, and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, for the contents of this
announcement or for providing any advice in relation to the Capital Raising,
the contents of this Announcement or any other matter referred to in this
Announcement. Neither Panmure nor any of its affiliates (nor any of their
respective directors, officers, employees or agents), owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Panmure in connection with this announcement, any statement
contained herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as joint financial adviser and joint
broker in relation to the Capital Raising exclusively for the Company and
no-one else in connection with the matters referred to in this announcement,
and will not be responsible to anyone other than the Company for providing the
protections afforded to customers of Numis nor for providing advice to any
other person in relation to the matters referred to in this announcement.
Neither Numis nor any of its affiliates (nor any of their respective
directors, officers, employees or agents), owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Numis in connection with this announcement, any statement contained herein or
otherwise.
Java Capital Trustees and Sponsors Proprietary Limited ("Java"), which is
authorised and regulated in South Africa by, inter alia, the Financial Sector
Conduct Authority, is acting as JSE Sponsor in relation to the Capital Raising
exclusively for the Company and no one else in connection with the matters
referred to in this announcement, and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients, for
the contents of this announcement or for providing any advice in relation to
this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
by the FCA, Financial Services and Markets Act 2000 or the JSE or the
regulatory regime established thereunder, none of Panmure, Numis or Java, or
any person affiliated with them, accept any responsibility whatsoever and make
no representation or warranty, express or implied, in respect of the contents
of this announcement including its accuracy or completeness or for any other
statement made or purported to be made by any of them, or on behalf of them,
in connection with the Company or any matter described in this announcement
and nothing in this announcement is or shall be relied upon as a promise or
representation in this respect, whether as to the past or future. None of
Panmure, Numis or Java have approved the contents of, or any part of, this
announcement and no liability whatsoever is accepted by Panmure, Numis or Java
for the accuracy of any information or opinions contained in this announcement
and accordingly, each of Panmure, Numis and Java and their respective
affiliates disclaim, to the fullest extent permitted by law, all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have to any person, other than
the Company, in respect of this announcement or any such statement.
This Announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, pursuant to the Capital Raising or
otherwise in any jurisdiction. The Capital Raising is being made solely
pursuant to the terms of the Prospectus which contains the full terms and
conditions of the Open Offer, and in the case of Company shares held in
certificated form on the UK Register, the Form of Acceptance. The terms and
conditions of the Open Offer for Company shares held in certificated form on
the SA Register is set out in the Supplementary Information Memorandum. This
Announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements can be identified
by the use of forward-looking terminology, including the terms anticipates,
believes, estimates, expects, intends, may, plans, projects, should or will,
or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places throughout
this announcement and include, but are not limited to, statements regarding
the Company's and/or Directors' intentions, beliefs or current expectations
concerning, amongst other things, the Group's results of operations, financial
position, prospects, growth, strategies and expectations for the retail
property market.
The Open Offer Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States. There will not
be any public offering of the Open Offer Shares in the United States.
Any forward-looking statements in this announcement reflect the Company's
current view with respect to future events and are subject to risks relating
to future events and other risks, uncertainties and assumptions relating to
the Group's operations, results of operations and growth strategy. Potential
investors should specifically consider the factors identified in this
announcement which could cause actual results to differ before making an
investment decision. A number of factors could cause results and developments
of the Group to differ materially from those expressed or implied by the
forward-looking statements including, without limitation, general economic and
business conditions, industry trends, competition, changes in regulation,
currency fluctuations, changes in its business strategy, political and
economic uncertainty and other factors discussed in the sections headed "Risk
Factors" of this announcement. Past performance of the Company is not
necessarily indicative of future performance.
No statement in this Announcement is intended as a profit forecast or estimate
for any period.
This Announcement has not been approved by the Financial Conduct Authority or
the London Stock Exchange.
THE FOLLOWING IS AN EXTRACT FROM THE CHAIRMAN'S LETTER
1. INTRODUCTION
Capital & Regional announced today that C&R Retail 1 Limited, a wholly
owned subsidiary of the Company, has entered into the Acquisition Agreement
with the Seller to acquire The Gyle Shopping Centre in Edinburgh for a total
acquisition consideration of £40 million, excluding acquisition costs. The
purchase is in line with Capital & Regional's ambition of seeking
selective opportunities to grow the Company and further utilise its leading
management expertise and skills in delivering its tried and tested community
centre strategy.
Under Chapter 10 of the UK Listing Rules, the acquisition of The Gyle Shopping
Centre constitutes a Class 2 transaction. Accordingly, the Acquisition does
not necessitate shareholder approval.
The consideration for the Acquisition is to be financed through existing funds
held by the Company, a new debt facility of £16 million and the proceeds to
be received pursuant to the fully underwritten Capital Raising, for which
further detail is included below.
2. DESCRIPTION OF THE PROPERTY
The Gyle Shopping Centre is a well-established and designed community shopping
centre which is anchored by a Marks & Spencer store incorporating a new
15,000 square foot food hall and a Morrisons supermarket. The centre is
located six miles west of Edinburgh city centre in a mixed-use area. The
centre directly serves two large affluent residential areas which lie to the
north and east of the Property as well as the commercial areas of South Gyle
and Edinburgh Park which are to the south and west.
The Gyle Shopping Centre, which originally opened in 1993, contains 415,000
square feet of retail and ancillary floor space (205,455 square feet excluding
the anchor stores). The Property will require minimal immediate capital
expenditure but the Company believes that there is a clear medium term
opportunity for significant value add initiatives from the Company's existing
resources and from utilising the Group's expertise. Over the last full
calendar year to December 2022 the shopping centre saw annual footfall of 8.6
million. The two anchor stores, occupied by Marks & Spencer (including the
food hall) and Morrisons, extend to 129,751 square feet and 79,257 square feet
respectively, have been let to the retailers on long-leaseholds at peppercorn
rents.
The total site covers 50 acres which currently comprises the 88 retail units
primarily across a single floor with a small upper food court, as well as
2,800 free car parking spaces. In addition, the centre is served by the tram
system which links the nearby airport to Edinburgh City centre with a stop in
the centre's car park, further improving access and footfall.
In addition to Marks & Spencer and Morrisons other key tenants include:
Next, Boots, WH Smith, Bank of Scotland, Superdrug, Everything Everywhere,
Beaverbrooks the Jewellers, Barrhead Travel Service, Chisholm Hunter Jewellers
and River Island.
The retail space is let at an annual gross rent of circa £6.8 million and has
a current annual net rental income of £5.77 million. The headline occupancy
is currently 94 per cent. by floor area with average rent of £33 per square
foot excluding the two anchor stores. Rent collection for the quarter to April
2023 stands at 93 per cent. The weighted average unexpired lease term at the
Property is 2.1 years.
The centre provides an opportunity for Capital & Regional to apply its
management capability and experience to improve the centre's retail and
services offering consistent with the Company's community shopping centre
strategy which was launched in December 2017.
3. SUMMARY OF TERMS OF THE acquisition
On 10 August 2023, the Company's subsidiary, C&R Retail 1 Limited
exchanged contracts with the Seller, for the acquisition of the Property in
consideration for the payment of £40 million in cash on completion,
(conditional upon completion of the Capital Raising). A non-refundable deposit
of approximately £1 million (the "Deposit") was paid on 10 August 2023.
Failure to complete the Acquisition will result in forfeiture of the Deposit,
unless the Seller does not fulfil its obligations under the Acquisition
Agreement, in which case the Deposit will be returned in full to C&R
Retail 1 Limited by the Seller. The final payment due to the Seller on
completion of the Acquisition will be the purchase price less the Deposit,
being approximately £39 million subject to certain adjustments relating to
the Property that are customary for a transaction of this nature.
The Acquisition Agreement contains indemnities from C&R Retail 1 Limited
to the Seller that are customary for a transaction of this nature. The
Acquisition Agreement is conditional upon Admission occurring on or before 27
September 2023.
4. SUMMARY OF TERMS OF THE CAPITAL RAISING
Introduction
The Capital Raising is being implemented by way of an open offer. The Company
is proposing to raise proceeds of approximately £23.4 million (net of fees,
costs and expenses) by way of an open offer of 46,278,681 Open Offer Shares.
Qualifying Shareholders are being given an opportunity to apply for Open Offer
Shares at the Issue Price on the following pro rata basis: 4 Open Offer
Shares at 54 pence each for every 15 Existing Ordinary Shares held and
registered in their name at the Record Date or the SA Record Date (as
applicable).
The Issue Price represents a 5.43 per cent. discount to the Closing Price of
57.1 pence per Ordinary Share as at the Latest Practicable Date.
The Open Offer Shares, when issued and fully paid, will rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive
dividends or distributions made, paid or declared after the date of issue of
the Open Offer Shares, save in respect of any dividend or distribution with a
record date falling before the date of issue of the Open Offer Shares. The
Open Offer shares will not qualify for the interim dividend of 2.75 pence per
share declared on 10 August 2023. The Open Offer Shares will be denominated in
Sterling.
Subject to various conditions referred to below, Growthpoint, the Company's
major shareholder, has agreed to subscribe in cash at the Issue Price for its
Open Offer Entitlements in full, being 28,865,018 Open Offer Shares.
Growthpoint has also agreed to underwrite the Capital Raising by subscribing
for such number of Open Offer Shares as are not taken up by Qualifying
Shareholders under the Open Offer. Immediately following completion of the
Capital Raising, and if no Open Offer Shares were taken up by Qualifying
Shareholders under the Open Offer, Growthpoint would hold approximately
70.29 per cent. of the Enlarged Share Capital.
The aggregate net proceeds of the Capital Raising, after deduction of
expenses, are expected to be approximately £23.4 million.
Applications will be made to: (i) the FCA for the Open Offer Shares to be
admitted to listing on the premium segment of the Official List and an
application will be made to the London Stock Exchange for the Open Offer
Shares to be admitted to trading on the Main Market and (ii) the JSE for the
Open Offer Shares to be listed and traded on the Main Board of the JSE. It is
expected that UK Admission will become effective and that dealings in the Open
Offer Shares will commence on the Main Market at 8:00 a.m. (London time) on 4
September 2023 and that SA Admission will become effective and that dealings
in the Open Offer Shares will commence on the Main Board of the JSE at 9:00
a.m. (South African time) on 4 September 2023.
The Open Offer Shares will be in registered form and from Admission will be
capable of being held in uncertificated form and title to such shares may be
transferred by means of a relevant system (as defined in the CREST
Regulations). The Open Offer Shares will be admitted with the ISIN
GB00BL6XZ716 and SEDOL (Stock Exchange Daily Official List) number BL6XZ71 and
LEI 21380097W74N9OYF5Z25, being the same ISIN, SEDOL and LEI under which the
Existing Ordinary Shares are admitted.
The Open Offer
Details of the Open Offer
Under the Open Offer, 46,278,681 Open Offer Shares will be made available to
Qualifying Shareholders at the Issue Price pro rata to their holdings of
Existing Ordinary Shares, on the terms and subject to the conditions of the
Open Offer on the basis of:
4 Open Offer Shares for every 15 Existing Ordinary Shares
held and registered in their name at the Record Date or the SA Record Date (as
applicable).
There is no excess application facility in respect of the Open Offer.
Qualifying Shareholders may apply for any whole number of Open Offer Shares
subject to the limit of their Open Offer Entitlements. In the case of
Qualifying Non-CREST Shareholders, the Open Offer Entitlements is equal to the
number of Open Offer Entitlements as shown in Box 2 on their Application
Forms, or in the case of Qualifying CREST Shareholders, is equal to the number
of Open Offer Entitlements standing to the credit of their stock accounts in
CREST.
Shareholders should be aware that the Open Offer is not a rights issue. As
such, Qualifying Non-CREST Shareholders should note that their Application
Forms are not negotiable documents and cannot be traded. Qualifying CREST
Shareholders should note that, although the Open Offer Entitlements will be
admitted to CREST and enabled for settlement, the Open Offer Entitlements will
not be tradeable or listed and applications in respect of the Open Offer may
only be made by the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim. Open Offer Shares for which
application has not been made under the Open Offer will not be sold in the
market for the benefit of those who do not apply under the Open Offer and
Qualifying Shareholders who do not apply to take up their entitlements will
have no rights, and will not receive any benefit, under the Open Offer.
The latest time and date for acceptance and payment in full in respect of the
Open Offer will be 11:00 a.m. on 24 August 2023. Valid applications under the
Open Offer will be satisfied in full up to an applicant's Open Offer
Entitlements (rounded down to the nearest whole number).
Details of the entitlements for Qualifying Shareholders on the SA Register are
set out in the Supplementary Information Memorandum.
Not all Shareholders will be Qualifying Shareholders. In particular, Overseas
Shareholders who are located in, or are citizens of, or have a registered
office in an Excluded Territory will not qualify to participate in the Open
Offer.
The terms and conditions of application under the Open Offer for Qualifying
Shareholders on the UK Register are set out in Part 3 of the Prospectus and
in the case of Qualifying Non-CREST Shareholders, the Application Form. The
terms and conditions of application for Qualifying Shareholders on the SA
Register are set out in the accompanying Supplementary Information Memorandum.
These terms and conditions should be read carefully before an application is
made. Shareholders who are in any doubt about the Open Offer arrangements
should consult their stockbroker, bank manager, solicitor, accountant or other
duly authorised appropriate financial adviser.
Applications under the Open Offer are not subject to any minimum subscription
requirement.
To the extent that Open Offer Shares remain unallocated pursuant to the Open
Offer, they will be subscribed for by Growthpoint subject to the terms and
conditions set out in the Underwriting Agreement.
Underwriting Arrangements
Subject to the terms and conditions of the Underwriting Agreement, Growthpoint
has agreed to subscribe in cash for 28,865,018 Open Offer Shares at the Issue
Price, being Growthpoint's full Open Offer Entitlements. Growthpoint has also
agreed to underwrite the Capital Raising by subscribing at the Issue Price for
such number of Open Offer Shares as are not taken up by Qualifying
Shareholders under the Open Offer.
The obligations of Growthpoint under the Underwriting Agreement are subject to
certain conditions, among others:
(a) the despatch of the Prospectus to Shareholders (other than those who
the Company determines are not entitled to receive copies);
(b) an application being made to Euroclear UK & International to
admit the Open Offer Shares to CREST;
(c) Admission occurring;
(d) the Government of South Africa or the South African Reserve Bank not
imposing exchange controls which make it unlawful or impossible for
Growthpoint to meet its obligations under the Underwriting Agreement or the
Open Offer;
(e) the Acquisition Agreement not having been terminated prior to
Admission and having become unconditional in all respects prior to Admission,
save with respect to any condition related to Admission; and
(f) the Gyle Facility Agreement not having been terminated or rescinded
prior to Admission, having become unconditional in all respects prior to
Admission, save with respect to any condition related to Admission, and all
conditions to drawdown under the Gyle Facility Agreement having been met.
No fee is payable by the Company to Growthpoint under the terms of the
Underwriting Agreement in connection with the underwriting of the Open Offer
by Growthpoint.
Growthpoint can also meet its subscription and underwriting obligations in
whole or in part through Growthpoint Nominees. Immediately following
completion of the Capital Raising, and if no Open Offer Shares were taken up
by Qualifying Shareholders under the Open Offer, Growthpoint would hold
approximately 70.29 per cent. of the Enlarged Share Capital.
A summary of the principal terms of the Underwriting Agreement is set out in
paragraph 9.2 of Part 8 of the Prospectus.
Further Information
Further details of the terms and conditions of the Capital Raising, including
the procedure for acceptance and payment, are set out in Part 3 of the
Prospectus and, where relevant, the Application Form or Supplementary
Information Memorandum.
5. BACKGROUND TO AND REASONS FOR THE PROPOSED
TRANSACTION
Strategic Progress
Following the industry wide challenges which were materially exacerbated by
the effects of the Covid-19 pandemic and which continued throughout 2020 and
2021, the Company undertook initiatives to strengthen its balance sheet and
reduce debt. The Board believes the Company has now largely completed the
balance sheet and corporate elements of its Refocus, Restructure and
Recapitalise strategy reducing the Company's net LTV ratio from 72 per cent.
as at 30 June 2021 to 44.8 per cent. at 30 June 2023. As such the Board
believes the Company is well placed to deliver increased shareholder value
through the ongoing remerchandising programmes across the existing portfolio
as well as through selective investment in attractive opportunities.
The Company is now in a much stronger position and delivered a good financial
performance over 2022 and for the first half of 2023. The Company's
strengthened financial position and improved profitability supported a
resumption of the dividend for 2022 and the first half of 2023. With footfall
trending back close to 2019 levels, rent collection much improved, retail
failures significantly lower and a slowdown in the growth of online retail,
the Company is optimistic that its business model is well positioned for
growth and can utilise the scalability of its management platform to deliver
enhanced returns for shareholders.
Market Backdrop
After the significant challenges of 2020 and 2021, the retail environment
facing the Company currently is more nuanced. On the positive side, during
2022 we saw an end to the pandemic restrictions imposed by the UK Government,
with all traders open for business and footfall trending back upwards towards
2019 levels. Although the Group is aware that on 3 August 2023 Wilko filed a
notice of intention to appoint an administrator, on the whole retail failures
in the last 12 months have been down on the previous 5 years, rent collection
levels have much improved and valuations have stabilised. Counteracting these
positive trends, the UK economy has faced increasing difficulties from low
growth, high inflation and a sharp end to over a decade of very low interest
rates accompanying a fall in consumer confidence.
Despite fears that retailer trading would be materially affected by these
factors, retail sales have generally been robust, albeit with volumes slightly
below 2019 levels. Footfall in the Company's centres for the first six months
of 2023 was 5.1 per cent. ahead of 2022 and reached 86.7 per cent. of 2019
levels.
Another notable positive is the maturing of online retail after two years of
acceleration in the long cycle structural shift from the pure traditional
physical retail distribution channel to digital and online distribution. The
high costs associated with online retailing have forced many online retailers
to increase costs, introduce delivery charges and place levies on customer
returns in order to address profitability. This is especially evident in the
low margin, low price point categories including grocery and pharmacy as well
as the volume and value home and apparel markets where the Company's community
strategy is focussed. This has been evident in the recovery in footfall and
occupancy across the Company's centres over the past 12 months and the
stability the Group is seeing in valuations despite increases in gilt rates
that are typically highly correlated to commercial property values.
Based on these trends, the Company is optimistic that its business model of
investing in Community centres which meet the non-discretionary goods and
services needs of the local population, is well placed to benefit from a
steady recovery in physical retail and weather the current economic headwinds.
Investment Opportunity
The Company identified The Gyle Shopping Centre as an attractive acquisition
opportunity and has agreed to acquire the asset via an off-market process. The
asset is being acquired at a net initial yield of 13.51 per cent. that is
expected to rebase to around 12%. The acquisition price of £40 million
equates to a capital value of approximately £100 per square foot which is
approximately a 60% discount to replacement cost. The £40 million also
represents a more than 80% reduction to the peak valuation.
The Acquisition will strengthen the Company's shopping centre portfolio and
continues its strategy of investing in community shopping-centres that provide
needs-based, non-discretionary and value-orientated retail goods and services,
in line with the Company's ambition of seeking selective opportunities to grow
the Company. The Board believes that the continued growth of the Company
depends on the acquisition of new value-accretive schemes. The Acquisition
will substantially increase the size of the Group's property portfolio and
represents a significant advance in the Company's development as a UK-focused
retail property REIT, as well as providing a degree of geographical
diversification in comparison to the Group's existing portfolio. The
acquisition of The Gyle Shopping Centre is expected to deliver significant
earnings enhancement in the first full year of ownership.
The Company's existing property portfolio is weighted to London and the South
East. The Gyle Shopping Centre offers geographical diversification yet shares
similar characterises to the Company's other assets, given its close proximity
to one of the largest city centres in the UK and a capital city. Edinburgh is
a top 10 city in the UK by population and viewed as one of the major UK city
economies outside of London.
The Gyle Shopping Centre is aligned to the Company's community shopping centre
approach. The centre is an important part of the local community, centrally
located with strong transport links and high density of surrounding
residential property. The retailer mix is also attractive and brings increased
diversification to the Group's portfolio, with greater exposure to grocery.
The scalability of the Company's management platform means that management of
the asset can be undertaken with no significant addition to the Group's
central overhead.
Asset Potential
The centre is modern, well designed and laid out in the classic "dumbbell"
shape with anchors at either end of the Property, which helps to drive
footfall to the speciality stores where the majority of income is derived.
Whilst the Company will benefit from the centre's well established position in
an affluent and growing trade area, as well as its good operational
performance, the Company's management has identified a number of areas of
further potential to create value as follows:
- Driving rental growth and improving the 2.1 years' weighted average
unexpired lease term, through leasing up vacant space, as well as lease
regears and extensions
- Immediately utilising their well established skills in repositioning
and improving tenancy mix through intensive operational management and leasing
to improve relevance of the centre to its catchment, aligning closely with
their tried and tested community centre strategy
- The Property will require minimal immediate capital expenditure. The
Company anticipates that there is a clear medium term opportunity for
significant value add initiatives from the Company's existing resources and
from utilising the Group's expertise, including:
· Refreshing the trading environment through selective expenditure on
reconfiguring units and developing under leased space; and
· Improving the centre's services and its car parking access and
experience.
Over the longer term the Company has identified a number of potential
opportunities to work with the two anchor tenants to unlock development
potential through better utilisation of their store footprints and land site
development.
Environmental, Social and Governance Considerations
It is the Company's intention to adopt a comprehensive approach to ESG across
the centre, applying the same rigour to the centre as for the Group's existing
assets. This would include a range of initiatives including:
- analysis of the pathway to net-zero carbon emissions using the Carbon
Risk Real Estate Monitor benchmarks to identify the required interventions to
reduce the energy unit intensity;
- launching the energy performance certification management plan;
- using the Group's Community Wheel of Support, an initiative which
actively assists locally led projects to improve the communities the Group
serves, to support the social aspect of ESG;
- completing ESG training with the on-site team and complete tenant
engagement; and
- adding the centre to the TCFD audit covering climate risk.
6. INFORMATION ON Capital & Regional
The Company is a UK focused retail property REIT specialising in community
shopping centres that serve the non discretionary and value-orientated needs
of their local communities, across a portfolio currently comprising five
properties with a total portfolio value of approximately £329.7 million, as
at 30 June 2023. The principal activity of the Company is the generation of
rental income and capital growth from its role as a property owner, operator
and asset manager. The Company is listed on the main market of the London
Stock Exchange and has a secondary listing on the JSE.
The Group owns five shopping centres in Hemel Hempstead, Ilford, Maidstone,
Walthamstow and Wood Green. The Company manages these assets through its
in-house property and asset management platform. In addition, the Group owns
Snozone, the largest indoor ski slope operator in the UK. The Group also
operates the indoor ski resort at the Xanadu Centre in Madrid.
The Group's business is focused on acquiring, enhancing and managing community
shopping centres. The Group aims to generate sustainable income and capital
value growth by combining active asset management with operational excellence.
Further details on Capital & Regional are set out in Part 2, Part 5 and
Part 8 of the Prospectus.
7. CURRENT TRADING, TRENDS AND PROSPECTS
Since 30 June 2023, Capital & Regional has traded in line with the
Directors' expectations.
In the Interim Results Statement issued on 10 August 2023, the Company noted
that valuations have continued to stabilise alongside income which, together
with a maturing of the structural changes that have impacted physical
retailing over the past five years, have reinforced the Group's confidence in
its portfolio, platform and UK community centres.
Outlook
The Company is confident that the strong operational performance and defensive
nature of the Company's assets, allied to the actions taken over the last two
years to reposition the Company and its balance sheet, leave the Group well
placed to continue to perform, despite some of the current broader economic
uncertainties.
The Directors will also continue to explore selective opportunities (such as
the Acquisition) to grow the business and further utilise the Company's
leading management expertise and skills in delivering its tried and tested
community centre strategy.
The Interim Results Statement is incorporated by reference into the
Prospectus, as detailed in Part 9 of the Prospectus.
8. USE OF PROCEEDS OF THE CAPITAL RAISING
The Capital Raising will deliver proceeds of approximately £25 million
(before costs) and net proceeds of approximately £23.4 million to the
Company. The Group intends to utilise the net proceeds of the Capital Raising
to fund the Acquisition as described above.
Approximately £1.6 million of the proceeds from the Capital Raising will be
used to pay fees and expenses incurred in connection with the Proposed
Transaction.
9. EFFECTS OF THE CAPITAL RAISING AND THE ACQUISITION
Dilutionary impact of the Capital Raising
If a Qualifying Shareholder does not take up any of its Open Offer
Entitlements, such Qualifying Shareholder's holding, as a percentage of the
Enlarged Share Capital, will be diluted by 21.05 per cent. as a result of the
Capital Raising.
Subject to certain limited exceptions, shareholders in Excluded Territories
will not be able to participate in the Open Offer and will therefore
experience dilution as a result of the Capital Raising.
Shareholders who are otherwise not Qualifying Shareholders will not be able to
participate in the Open Offer and will therefore experience dilution as a
result of the Capital Raising.
10. ADMISSION TO TRADING OF OPEN OFFER SHARES
Subject to the Capital Raising becoming unconditional, applications will be
made to: (i) the FCA for the Open Offer Shares to be admitted to listing on
the premium segment of the Official List (ii) to the London Stock Exchange for
the Open Offer Shares to be admitted to trading on the Main Market and (iii)
the JSE for the Open Offer Shares to be listed and traded on the Main Board of
the JSE.
It is expected that UK Admission of the Open Offer Shares will become
effective and dealings would commence by 8:00 a.m. (London time) on 4
September 2023 and SA Admission of the Open Offer Shares will become effective
and dealings will commence by 9:00 a.m. (South African time) on 4 September
2023 whereupon an announcement will be made by the Company through a RIS and
on SENS.
The Open Offer Shares will be issued by the Company free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after Admission.
11. Dividend policy
The Company's dividend policy is to distribute across the full financial year
a dividend of at least 90 per cent. of the Company's EPRA Earnings.
For the year ended 30 December 2022, the Company has paid or declared
aggregate dividends of 5.25 pence per share. For the six-month period ended 30
June 2023, the Company declared an interim dividend of 2.75 pence per share.
The Open Offer shares will not qualify for the interim dividend.
12. ACTION TO BE TAKEN IN RESPECT OF THE OPEN OFFER
Qualifying Non-CREST Shareholders
Qualifying Non-CREST Shareholders have been sent Application Forms giving
details of their Open Offer Entitlements.
Qualifying Non-CREST Shareholders wishing to apply for Open Offer Shares must
complete the Application Form, in accordance with the instructions set out in
paragraph 4 of Part 3 of the Prospectus and in the Application Form and
return it with the appropriate payment in the envelope addressed to Equiniti
by post to Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing,
West Sussex BN99 6DA so as to be received as soon as possible and, in any
event, not later than 11:00 a.m. (London time) on 24 August 2023.
If you do not wish to apply for any Open Offer Shares under the Open Offer,
you should not complete or return the Application Form.
Persons that have sold or otherwise transferred all of their Ordinary Shares
should forward the Prospectus, together with any Application Form, if and when
received, at once to the purchaser or transferee, or the bank, stockbroker or
other agent through whom the sale or transfer was effected, for delivery to
the purchaser or transferee, except that, such documents should not be sent to
any jurisdiction where to do so might constitute a violation of local
securities laws or regulations including, but not limited to, the Excluded
Territories. Any Shareholder that has sold or otherwise transferred only some
of their Ordinary Shares held in certificated form before 8:00 a.m. (London
time) on 10 August 2023 should refer to the instruction regarding split
applications in the Terms and Conditions of the Open Offer at paragraph 4.1.2
of Part 3 of the Prospectus and the Application Form.
Qualifying CREST shareholders
Qualifying CREST Shareholders have not been sent an Application Form. Instead,
Qualifying CREST Shareholders will receive a credit to their appropriate stock
accounts in CREST in respect of their Open Offer Entitlements as soon as
practicable after 8:00 a.m. (London time) on 4 September 2023.
In the case of any Qualifying Shareholder that has sold or otherwise
transferred only part of their holding of Open Offer Shares held in
uncertificated form on or before 8:00 a.m. (London time) on 4 September 2023,
a claim transaction will automatically be generated by Euroclear which, on
settlement, will transfer the appropriate Open Offer Entitlements to the
purchaser or transferee.
The ISIN of the Open Offer Entitlements is GB00BQB6FG92 and the SEDOL is
BQB6FG9 .
Qualifying Shareholders on the SA Register
Qualifying Shareholders on the SA Register should read and follow the
instructions set out in the accompanying Supplementary Information Memorandum.
General
The latest time for acceptance by Qualifying Shareholders under the Open Offer
is expected to be 11:00 a.m. (London time) on 24 August 2023, unless otherwise
announced by the Company.
Further details of the terms and conditions of the Open Offer, including the
procedure for acceptance and payment and the procedure in respect of Open
Offer Entitlements, are set out in Part 3 (Terms and Conditions of the Open
Offer) of the Prospectus and, where relevant, in the Application Form and the
Supplementary Information Memorandum.
If you are in any doubt as to what action you should take, you are recommended
to seek your own personal financial advice immediately from your stockbroker,
bank manager, solicitor, accountant, fund manager or other independent
financial adviser authorised under the FSMA if you are resident in the United
Kingdom or, if you are not, from another appropriately authorised independent
financial adviser.
13. IRREVOCABLE UNDERTAKINGS
The Company has received irrevocable undertakings from the following directors
in their capacity as Shareholders to take up, or procure the take up of, their
full entitlements under the Open Offer to subscribe for in aggregate 73,117
Open Offer Shares: David Hunter, Ian Krieger, Laura Whyte, Lawrence Hutchings,
Norbert Sasse and Stuart Wetherly.
In addition, Growthpoint has undertaken in the Underwriting Agreement to take
up its full entitlement under the Open Offer to subscribe for 28,865,018 Open
Offer Shares.
14. summary
The Board considers the Capital Raising will promote the success of the
Company, and is in the best interests of the Company and its Shareholders as a
whole.
Capital Raising Statistics
Closing Price as at the Latest Practicable Date of the Existing Ordinary 57.1 pence
Shares
Issue Price for each Open Offer Share 54 pence
Discount of Issue Price to the Closing Price as at the Latest Practicable Date 5.43 per cent.
Number of Existing Ordinary Shares in issue as at the Latest Practicable Date 173,545,054
Basis of Open Offer 4 Open Offer Shares for every 15 Existing Ordinary Shares
Number of Open Offer Shares to be issued pursuant to the Open Offer 46,278,681
Number of Ordinary Shares in issue immediately following completion of the 219,823,735
Capital Raising*
Open Offer Shares as a percentage of the Enlarged Share Capital of the Company 21.05 per cent.
immediately following completion of the Capital Raising*
Estimated expenses in connection with the Capital Raising £1.6 million
Estimated net proceeds receivable by the Company from the Capital Raising £23.4 million
(after deduction of fees and expenses)
ISIN of the Open Offer Shares GB00BL6XZ716
SEDOL of the Open Offer Shares BL6XZ71
ISIN of the Open Offer Entitlements GB00BQB6FG92
SEDOL of the Open Offer Entitlements BQB6FG9
LSE code for the Ordinary Shares CAL
JSE code for the Ordinary Shares CRP
Notes:
* Assuming that no Ordinary Shares are issued between the Latest
Practicable Date and Admission becoming effective other than pursuant to the
Open Offer.
Expected Timetable of Principal Events
2023
Record Date for Open Offer Entitlements close of business on 8 August
Publication of interim results including declaration of interim 7.00 a.m. on 10 August
dividend
Capital Raising, entry into the Acquisition Agreement and Open Offer, GBP/ZAR 7:00 a.m. on 10 August
exchange rate announced through a Regulatory Information Service and SENS
Ex-Entitlements Time for the Open Offer 8:00 a.m. on 10 August
Publication and posting of this Prospectus, the Supplementary Information 10 August
Memorandum and the Application Forms (to Qualifying Non-CREST Shareholders
only)
Record date to appear in the SA Register in order to receive the Prospectus close of business on 10 August
and the Supplementary Information Memorandum
Publication of Notice of the Open Offer in the London Gazette 10 August
Open Offer opens 8:00 a.m. on 11 August
Open Offer Entitlements enabled in CREST and credited to stock accounts in as soon as practicable after
CREST (Qualifying CREST Shareholders only)
8:00 a.m. on 11 August
Recommended latest time for requesting withdrawal of Open Offer Entitlements 4:30 p.m. on 18 August
from CREST((3))
Latest time and date for depositing Open Offer Entitlements into CREST((4)) 3:00 p.m. on 21 August
Confirmation of ZAR equivalent and scrip dividend pricing and announcement of 11:00 a.m. (South African time) on 22 August
the GBP/ZAR exchange rate through a Regulatory Information Service and
SENS
Latest time and date for splitting Application Forms (to satisfy bona fide 3:00 p.m. on 22 August
market claims only)
Latest time and date for receipt of completed Application Forms and payments 11:00 a.m. on 24 August
in full and settlement of CREST instructions (as appropriate)
Latest time and date for receipt of completed Application Forms and payments 12:00 p.m. (South African time) on 24 August
in full on the SA Register (as appropriate)
Open Offer closes 11:00a.m. on 24 August
Results of Open Offer announced through a Regulatory Information Service and 25 August
SENS
Last date to trade to appear in the SA Register in order to participate in the 5:00 p.m. on 29 August
Scrip Dividend Scheme
Ex-dividend date on JSE 30 August
Ex-dividend date on LSE 31 August
Dividend record date for LSE and JSE and date for last election to participate 1 September
in the Scrip Dividend Scheme
Results of Scrip Dividend Scheme announced through a Regulatory Information 8:00 a.m. on 4 September
Service and SENS
UK Admission of and commencement of dealings in Open Offer Shares 8:00 a.m. on 4 September
SA Admission of and commencement of dealings in Open Offer Shares 9:00 a.m. (South African time) on 4 September
Open Offer Shares issued and credited to CREST accounts on or soon after 8:00 a.m. on 4 September
Where applicable, expected date for despatch of definitive share certificates within 10 Business Days of Admission
for Open Offer Shares in certificated form
Completion of the Acquisition 6 September
Dividend payment and Shares issued pursuant to the Scrip Dividend Scheme 22 September
References to times in this timetable are to British Summer Time ("BST"),
unless otherwise stated.
Notes:
(1)The times set out in the expected timetable of principal events above and
mentioned throughout this announcement are times in London unless otherwise
stated, and may be adjusted by the Company in consultation with or, if
required, with the agreement of Panmure and Numis, in which event details of
the new times and dates will be notified to the FCA, the London Stock
Exchange, the JSE and, where appropriate, Shareholders.
(2) These dates and times given are indicative only and are based on the
Company's current expectations and may be subject to change (including as a
result of changes to the regulatory timetable). If any of the times and/or
dates above change, the revised times and/ or dates will be notified to
Shareholders by announcement through a Regulatory Information Service and
SENS.
(3) If your Open Offer Entitlements are in CREST and you wish to convert them
to certificated form.
(4) If your Open Offer Entitlements are represented by an Application Form and
you wish to convert them to uncertificated form.
If you have any queries in relation to this announcement or the timetable
please call the relevant Shareholder helpline as follows:
· Equiniti Shareholder Helpline for Shareholders registered on the UK
Register, on 0371 384 2050 or, if telephoning from outside the UK, on +44
(0)371 384 2050 between 8:30 a.m. and 5:30 p.m. (London time) Monday to Friday
(except public holidays in England and Wales). Calls to the Shareholder
Helpline from outside the UK are charged at applicable international rates.
Different charges may apply to calls made from mobile telephones and calls may
be recorded and monitored randomly for security and training purposes.
Equiniti cannot provide advice on the merits of the Capital Raising nor give
any financial, legal or tax advice.
· JSE Investor Services Helpline for Shareholders registered on the
SA Register, on 0861 472 644 if calling from within South Africa (or +27 11
029 0112 for Shareholders registered on the SA Register calling from outside
South Africa) between 8:00 a.m. and 4:00 p.m. (South African time) from Monday
to Friday, excluding public holidays in South Africa. Calls made from within
South Africa will be charged at the standard geographic rate and will vary by
provider. Calls made from outside of South Africa will be charged at the
applicable international rates. Lines are open between 8:00 a.m. and 4:00 p.m.
(South African standard time) Monday to Friday (except South African public
holidays).
Appendix
In this announcement the following expressions have the meaning ascribed to
them unless the context otherwise requires:
17&Central Walthamstow the shopping centre owned by the Group as more particularly described in
paragraph 3.1 of Part 2 of the Prospectus
Acquisition the acquisition by C&R Retail 1 Limited of The Gyle Shopping Centre,
Edinburgh on the terms and subject to the conditions set out in the
Acquisition Agreement
Acquisition Agreement the agreement entered into between C&R Retail 1 Limited and the Seller
dated 10 August 2023, as further described in paragraph 9.3 of Part 8 of the
Prospectus
Admission together, the UK Admission and SA Admission
Admission and Disclosure Standards the "Admission and Disclosure Standards" of the London Stock Exchange
containing among other things, the admission requirements to be observed by
companies seeking admission to trading on the London Stock Exchange's main
market for listed securities
Application Form the application form accompanying the Prospectus on which Qualifying Non-CREST
Shareholders may apply for Open Offer Shares under the Open Offer
Articles the articles of association of the Company
Board the Directors of Capital & Regional
Business Day a day (other than a Saturday, Sunday or public holiday) on which banks are
generally open for business in the City of London for the transaction of
normal banking business
Capital Raising the Open Offer
CBRE CBRE Limited
Central Cash cash held centrally by the Group that is unencumbered and over which the
Group's lenders have no security
certificated or in certificated form in relation to a share or other security, a share or other security which is
not in uncertificated form
Closing Price the closing middle market quotation in Pounds Sterling of an Existing Ordinary
Share as derived from the Daily Official List of the London Stock Exchange on
a particular day
Code the US Internal Revenue Code of 1986, as amended
Companies Act the Companies Act 2006 as amended
Company or Capital & Regional Capital & Regional PLC, a public limited company incorporated in England
and Wales with registered number 01399411
Contribution net rent less net interest, including unhedged foreign exchange movements
Covid-19 the Coronavirus Disease 2019 as designated by the World Health Organisation
CREST the relevant system, as defined in the CREST Regulations (in respect of which
Euroclear is the operator as defined in the CREST Regulations)
CREST Manual the rules governing the operation of CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST Central Counterparty Service Manual,
CREST Rules, CREST Courier and Sorting Service Operations Manual and CREST
Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated
by Euroclear on 15 July 1996 and as amended since)
CREST Member a person who has been admitted to Euroclear as a system-member (as defined in
the CREST Regulations)
CREST Participant a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as
amended
CREST Sponsor a CREST participant admitted to CREST as a CREST sponsor (as defined in the
CREST Regulations)
CREST Sponsored Member a CREST Member admitted to CREST as a sponsored member
CSDP a Central Securities Depositary Recipient accepted as a participant under the
South African Financial Markets Act, 2012, appointed by a Shareholder in South
Africa for the purposes of, and in regard to, dematerialisation and to hold
and administer securities or an interest in securities on behalf of such
Shareholder
CTA 2010 the Corporation Tax Act 2010
CVA a company voluntary arrangement, a legally binding agreement with a company's
creditors to restructure its liabilities
Daily Official List the daily record setting out the prices of all trades in shares and other
securities conducted on the London Stock Exchange
Directors the executive directors and non-executive directors of the Company, whose
names appear on page 31 of the Prospectus
Disclosure Guidance and Transparency Rules the rules relating to the disclosure of information made in accordance with
section 73A(3) of FSMA
Discontinued Operations has the same meaning given to the term "classification as discontinuing" as
defined in the IFRS
EEA the European Economic Area
Enlarged Share Capital the Company's ordinary issued share capital following completion of the
Capital Raising
EPRA Earnings measures established by the European Public Real Estate Association for the
calculation of earnings per share, being profit / (loss) after tax excluding
gains on asset disposals and revaluations, movements in the fair value of
financial instruments, intangible asset movements and the capital allowance
effects of IAS 12 "Income Taxes" where applicable, less tax arising on these
items, divided by the weighted average number of shares in issue during the
year excluding own shares held
Equiniti Equiniti Limited
ERISA the US Employee Retirement Income Security Act of 1974, as amended
ERISA Entity any person that is: (i) an "employee benefit plan" as defined in Section 3(3)
of ERISA that is subject to Title I of ERISA; (ii) a "plan" as defined in
Section 4975 of the Code, including an individual retirement account or other
arrangement that is subject to Section 4975 of the Code; or (iii) an entity
which is deemed to hold the assets of any of the foregoing types of plans,
accounts or arrangements that is subject to Title I of ERISA or Section 4975
of the Code; or any governmental, church, non-U.S. or other employee benefit
plan that is subject to any federal, state, local or non-U.S. law that is
substantially similar to the provisions of Title I of ERISA or Section 4975 of
the Code whose purchase, holding, and disposition of the Open Offer Shares
could constitute or result in a non-exempt violation of any such substantially
similar law
ESG environmental, social and governance
EU the European Union
EU Prospectus Regulation the EU Regulation (EU) 2017/1129 of the European Parliament and of the Council
of 14 June 2017 on the prospectus to be published when securities are offered
to the public or admitted to trading on a regulated market
Euroclear Euroclear UK & International Limited, the operator of CREST
EUWA the European Union (Withdrawal) Act 2018
Ex-Entitlements Time the time at which the Existing Ordinary Shares are marked ex-entitlement,
being 8:00 a.m. (London time) on 10 August 2023
Exchange, Ilford the shopping centre owned by the Group as more particularly described in
paragraph 3.1 of Part 2 of the Prospectus
Excluded Territories Australia, Canada, Japan, New Zealand, the United States of America and any
other jurisdiction where the extension or availability of the Capital Raising
(and any other transaction contemplated thereby) would breach any applicable
law or regulation and "Excluded Territory" shall mean any of them
Existing Ordinary Shares the 173,545,054 Ordinary Shares in issue as at the Latest Practicable Date
Financial Conduct Authority or FCA the Financial Conduct Authority of the United Kingdom
FSMA the Financial Services and Markets Act 2000, as amended
Group the Company and each of its subsidiaries and subsidiary undertakings from time
to time
Growthpoint Growthpoint Properties Limited and/or any Growthpoint Nominee (as the case may
be)
Growthpoint Nominee any one or more wholly-owned subsidiaries of Growthpoint Properties Limited or
partnerships in which Growthpoint Properties Limited holds (directly or
indirectly) all or substantially all of the economic rights, together with any
person (including a general partner) who holds Ordinary Shares on behalf of
any such person or partnership
Growthpoint Relationship Agreement has the meaning given in paragraph 9.8 of Part 8 of the Prospectus
HMRC HM Revenue & Customs
IFRS International Financial Reporting Standards as issued by the International
Accounting Standards Board and, for the purposes of the Prospectus, as adopted
by the United Kingdom
Interim Results the interim unaudited financial statements for the period beginning 31
December 2022 and ended on 30 June 2023
Interim Results Statement the interim financial statements of the Group for the six months ended 30 June
2023
IPD interest payment date
ISIN International Securities Identification Number
Issue Price 54 pence per Open Offer Share
JSE the exchange operated by JSE Limited (registration number 2005/022939/06),
licensed as an exchange under the South African Financial Markets Act, 2012,
as amended, and a public company incorporated in terms of the laws of South
Africa
JSE Sponsor or Java Java Capital Trustees and Sponsors Proprietary Limited, in its capacity as
South African sponsor to the Company
Knight Frank Knight Frank LLP
Latest Practicable Date the latest practicable date prior to the publication of the Prospectus, being
9 August 2023
Listing Rules the Listing Rules made by the FCA under Part VI of FSMA
London Gazette the daily publication issued in London with such name
London Stock Exchange London Stock Exchange PLC
LTV loan-to-value
Main Board the Main Board of the list of securities admitted to listing on the JSE
Main Market the London Stock Exchange's main market for listed securities
Mall Blackburn the shopping centre disposed of by the Group pursuant to a sale agreement as
more particularly described in paragraph 9.5 of Part 8 of the Prospectus
Mall Luton the shopping centre disposed of by the Group pursuant to a sale agreement as
more particularly described in paragraph 9.6 of Part 8 of the Prospectus
Mall LP the Mall LP, being a limited partnership which is wholly owned by the Group
Mall Maidstone the shopping centre owned by the Group as more particularly described in
paragraph 3.1 of Part 2 of the Prospectus
Mall Wood Green the shopping centre owned by the Group as more particularly described in
paragraph 3.1 of Part 2 of the Prospectus
Market Abuse Regulation or MAR the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic
law by virtue of the EUWA
Marlowes Hemel Hempstead the shopping centre owned by the Group as more particularly described in
paragraph 3.1 of Part 2 of the Prospectus
Member State a sovereign state which is a member of the European Union
Money Laundering Regulations the Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017
NatWest National Westminster Bank plc
Net Asset Value or NAV the net asset value
Net Rental Income or NRI the Group's share of the rental income, less property and management costs
(excluding performance fees) of the Group
NIY net initial yield
Non-PID Dividend any dividend of the Company other than a PID
Numis Numis Securities Limited
Official List the Official List of the Financial Conduct Authority pursuant to Part VI of
FSMA
Open Offer the conditional invitation to Qualifying Shareholders to subscribe for the
Open Offer Shares at the Issue Price on the terms and subject to the
conditions set out in the Prospectus and, in the case of Qualifying Non-CREST
Shareholders only, the Application Form
Open Offer Entitlements the pro rata entitlements of Qualifying Shareholders to subscribe for 4 Open
Offer Shares for every 15 Existing Ordinary Shares registered in their name as
at the Record Date, on and subject to the terms of the Open Offer
Open Offer Shares the 46,278,681 new Ordinary Shares to be offered to Qualifying Shareholders
pursuant to the Open Offer
Ordinary Shares or Shares ordinary shares of £0.10 each in the share capital of the Company
Overseas Shareholders Shareholders with registered addresses outside the United Kingdom and South
Africa or who are citizens or residents of countries outside the United
Kingdom and South Africa
Panel The Panel on Takeovers and Mergers
Panmure Panmure Gordon (UK) Limited
Participant ID the identification code or membership number used in CREST to identify a
particular CREST Member or other CREST Participant
PID property income distribution
Pounds Sterling, Sterling or £ the lawful currency of the United Kingdom
PR Regulation the UK version of Regulation (EU) 2019/980 of the European Commission, which
is part of UK law by virtue of EUWA
Property Valuation Reports the property valuation reports prepared by the relevant Property Valuer and
set out in Part 6 of the Prospectus
Property Valuers CBRE and Knight Frank
Proposed Transaction the Capital Raising and Acquisition
Prospectus Regulation the UK version of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017 on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated market, and
repealing Directive 2003/71/EC which is part of UK law by virtue of the EUWA
Prospectus Regulation Rules the Prospectus Regulation Rules published by the FCA under Section 73A of FSMA
in accordance with the Prospectus Regulation
Qualifying CREST Shareholders Qualifying Shareholders holding Ordinary Shares on the UK Register in
uncertificated form on the Record Date
Qualifying Non-CREST Shareholders Qualifying Shareholders holding Ordinary Shares in certificated form on the
Record Date or the SA Record Date (as applicable)
Qualifying Shareholders holders of Ordinary Shares who are entered on the UK Register on or before the
Record Date and/or the SA Register on the SA Record Date and remain on such
register at the Record Date and/or the SA Record Date with the exclusion of
Overseas Shareholders with a registered address in or who are resident in any
Excluded Territory
RBS The Royal Bank of Scotland plc
Record Date 8 August 2023
Receiving Agent Equiniti
Regulation S Regulation S under the US Securities Act
Regulatory Information Service or RIS one of the regulatory information services authorised by the Financial Conduct
Authority to receive, process and disseminate regulatory information in
respect of listed companies
REIT Real Estate Investment Trust
Remuneration Committee the remuneration committee of the Company
RICS Valuation - Global Standards the Royal Institution of Chartered Surveyors (RICS) Valuation Global Standards
(effective from 31 January 2022)
SA Admission the admission of the Open Offer Shares to listing and trading on the Main
Board
SA Record Date 10 August 2023
SA Register the share register maintained on behalf of the Company by JSE Investor
Services
SA Transfer Secretaries or JSE Investor Services JSE Investor Services (Pty) Limited
Scrip Dividend Scheme the scrip dividend scheme operated by the Company in terms of which
Shareholders may be offered the option to receive new Ordinary Shares instead
of a cash dividend
SDRT stamp duty reserve tax
Seller Gyle Shopping Centre Trustee Limited as Trustee of the Gyle Shopping Centre
Unit Trust
SENS the Stock Exchange News Service of the JSE
Shareholder a holder of Ordinary Shares from time to time
SONIA the SONIA (sterling overnight index average) reference rate administered by
the Bank of England (or any other person which takes over the administration
of that rate) and if that rate is less than zero, SONIA shall be deemed to be
zero
Sponsor Panmure, acting in its capacity as sponsor to the Company pursuant to Chapter
8 of the Listing Rules
Sponsor and Open Offer Agreement the sponsor and open offer agreement between the Company, Panmure and Numis,
as further described in paragraph 9.1 of Part 8 of the Prospectus
stock account an account within a member account in CREST to which a holding of a particular
share or other security in CREST is credited
Supplementary Information Memorandum the supplementary information memorandum sent with the Prospectus to
Qualifying Shareholders on the SA Register
Takeover Code the City Code on Takeovers and Mergers
TCFD Task Force on Climate-related Financial Disclosures
The Gyle Shopping Centre or the Property The shopping centre located at South Gyle Broadway, Edinburgh EH12 9JY
TIAA Teachers Insurance and Annuity Association of America
UK Admission the admission of the Open Offer Shares (i) to the premium listing segment of
the Official List and (ii) to trading on the London Stock Exchange's main
market for listed securities
UK Register the share register maintained on behalf of the Company by Equiniti
UK REIT a real estate investment trust established in the United Kingdom to which Part
12 of the CTA 2010 applies
uncertificated or in uncertificated form recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST
Underwriting Agreement the underwriting agreement between the Company and Growthpoint, as further
described in paragraph 9.2 of Part 8 of the Prospectus
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
US or United States the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
US Person a "U.S. person" as defined in Regulation S
US Securities Act the United States Securities Act of 1933, as amended
Valid Applications a duly completed Application Form and payment in full for Open Offer Shares
received by the Company which complies in all respects with the terms of the
Open Offer and with the terms set out in the Application Form
VAT value added tax
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