REG - Capital & Regional - Response to Press Speculation

Capital & RegionalAnnouncement

23/05/2024 09:00

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RNS Number : 6393P  Capital & Regional plc  23 May 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER
RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE
NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH
ANY FIRM OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

For immediate
release
 

23 May 2024

 

Capital & Regional plc

Response to Press Speculation

The Board of Capital & Regional plc ("Capital & Regional" or the
"Company") notes the recent press speculation.

The Board of Capital & Regional confirms that on 19 April 2024 it received
a non-binding indicative proposal from Vukile Property Fund Limited ("Vukile")
regarding a possible cash and share offer for the entire issued, and to be
issued, share capital of Capital & Regional (the "Vukile Proposal").

In addition to the Vukile Proposal, the Board of Capital & Regional
confirms that it is aware that its majority shareholder Growthpoint Properties
Limited ("Growthpoint") which holds 68.13% of the Company's issued share
capital, has also received a preliminary expression of interest from NewRiver
REIT plc ("NewRiver") in relation to a possible offer in cash and shares for
the entire issued, and to be issued, share capital of Capital & Regional
(the "NewRiver Expression of Interest"). The Board of Capital & Regional
confirms that it has received no offer proposal from NewRiver at this stage.

There can be no certainty that any firm offer will be made for the Company,
nor as to the terms on which any offer will be made.

The Board of Capital & Regional will issue a further statement if and when
appropriate.

Rule 2.6(a) of the Code requires that each of Vukile and NewRiver, by no later
than 5.00 p.m. on 20 June 2024, being the 28th day following the date of this
announcement, either announce a firm intention to make an offer for Capital
& Regional in accordance with Rule 2.7 of the Code or announce that they
do not intend to make an offer, in which case the announcement will be treated
as a statement to which Rule 2.8 of the Code applies. This deadline will only
be extended with the consent of the Takeover Panel, in accordance with Rule
2.6(c) of the Code.

This announcement is being made without the consent of Growthpoint, Vukile or
NewRiver.

 

Enquiries:

 

Capital & Regional plc

 Lawrence Hutchings  Via FTI Consulting

 Stuart Wetherly

 

Deutsche Numis (Joint Financial Adviser and Joint Broker)

 Ben Stoop        +44 (0) 207 260 1000

 Stuart Ord

 William Rance

Stifel (Joint Financial Adviser and Joint Broker)

 Mark Young               +44 (0) 20 7710 7600

 Nick Harland

 Jonathan Wilkes-Green

Java Capital (JSE sponsor)

 Daniel Ross   +27 (0) 83 716 8665

FTI Consulting (PR Adviser)

 Richard Sunderland   +44 (0) 20 3727 1000

 Bryn Woodward

 Oliver Parsons

 

Further information

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Capital & Regional plc and no one else in connection with
the matters set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and will not be
responsible to anyone other than Capital & Regional plc for providing the
protections afforded to clients of Deutsche Numis, nor for providing advice in
relation to any matter referred to herein. Neither Deutsche 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 Deutsche Numis in connection
with this announcement, any statement contained herein or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting as
Financial Adviser exclusively for Capital & Regional plc and no one else
in connection with the matters set out in this announcement and will not
regard any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Capital &
Regional plc for providing the protections afforded to clients of Stifel, nor
for providing advice in relation to any matter referred to herein.

This announcement is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about, and
observe such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange 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 securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the 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. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at www.capreg.com/investor-info promptly and in any event by no
later than 12 noon on the business day following this announcement. The
content of this website is not incorporated into and does not form part of
this announcement.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, as at the close of business on 22 May
2024 (being the business day prior to the date of this announcement), Capital
& Regional plc confirms that it had in issue 224,906,731 ordinary shares
of 10 pence each with voting rights and admitted to trading on the Main Market
of the London Stock Exchange, with a secondary listing on the Main Board of
the Johannesburg Stock Exchange, under the ISIN code GB00BL6XZ716.

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