Praxis Group Ltd. Capital & Regional - Statement re Possible Offer
19/07/2024 11:33
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RNS Number : 0199X Praxis Group Limited 19 July 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE
THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, OR AS TO THE TERMS OF
ANY SUCH OFFER
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
19(th) July 2024
Possible Offer for Capital & Regional plc ("Capital & Regional")
Praxis Group Limited ("Praxis") announces that it is in the early stages of
considering whether or not to make a cash offer for the entire issued and to
be issued share capital of Capital & Regional.
Praxis, and its subsidiaries, is a privately owned, entirely
vertically-integrated property investment and management business working with
a range of private, institutional and government clients across real estate
sectors. Praxis is one of the largest specialist managers of shopping
centres in the UK with 19 centres under management comprising more than 1,000
shop units. Praxis invests with a strong focus on unlocking value through
active asset management, paying particular attention to all aspects of ESG
with strong and incrementally improving sustainability performance and social
impact initiatives.
In accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on
16(th) August 2024, Praxis must either announce a firm intention to make an
offer for Capital & Regional in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer for Capital & Regional,
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.
A further announcement will be made as appropriate.
Further information
Praxis reserves the right to introduce other forms of consideration and/or to
vary the form and/or mix of the consideration.
Enquiries
Praxis Group Limited
James Hewitt (Chief Operating
Officer)
+44 (0) 207 781 8030
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 Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. 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.
Rule 2.4
Under Rule 2.4(c) of the Code, Praxis is required to provide details of any
minimum level, or particular form, of consideration it would be obliged to
offer under Rule 6 or Rule 11 (as appropriate). Praxis confirms that it is not
aware of any dealings in Capital & Regional that would require it to offer
a minimum level, or a particular form, of consideration.
However, in the interest of confidentiality it has not been practical for
Praxis to make enquiries of all persons acting in concert with it prior to the
date of this announcement in order to confirm whether any details are required
to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any
such details are identified following such enquiries, Praxis will make an
announcement disclosing such details as soon as practicable, and in any event
by no later than the time it is required to make its Opening Position
Disclosure under Rule 8.1 of the Code.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the website of Praxis at https://www.Praxis.co.uk promptly and by
no later than 12 noon (London time) on the business day following this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.
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