REG - Capital & Regional - Result of Open Offer

Capital & RegionalAnnouncement

25/08/2023 07:00

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RNS Number : 4044K  Capital & Regional plc  25 August 2023

25 August 2023

 

UK company number 01399411

LSE share code: CAL

JSE share code: CRP

ISIN: GB00BL6XZ716

LEI: 21380097W74N9OYF5Z25

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR FORWARDING
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATION OF SUCH
JURISDICTION.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
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.

 

CAPITAL & REGIONAL PLC

("Capital & Regional" or the "Company" or the "Group")

 

Result of Open Offer

 

Capital & Regional (LSE: CAL), the UK focused REIT with a portfolio of
in-town community shopping centres, is pleased to announce the results of the
Open Offer which closed for acceptances at 11.00 a.m. on 24 August 2023.

 

On 10 August 2023, the Company announced details of the proposed acquisition
of The Gyle Shopping Centre, to be part-funded by a fully underwritten open
offer to raise gross proceeds of approximately £25 million (the "Open Offer",
or the "Capital Raising"). A prospectus was published by the Company on 10
August 2023 setting out details of the Open Offer.

 

The Company has received valid acceptances from Qualifying Shareholders under
their Open Offer Entitlements in respect of 34,697,047 Open Offer Shares,
representing approximately 74.97 per cent of the Open Offer Shares available
pursuant to the Open Offer.

 

Following these acceptances, pursuant to the terms of the Underwriting
Agreement, Growthpoint, the Company's largest shareholder has subscribed for
the remaining 11,581,634 Open Offer Shares which when taken in aggregate with
their Qualifying Shareholder acceptance takes their total participation in the
Open Offer to 40,446,652 Open Offer Shares, representing approximately 87.40
per cent of the Open Offer Shares available. Following admission of the Open
Offer Shares, Growthpoint's resultant holding in the Company will be 67.64 per
cent.

 

Accordingly, a total of 46,278,681 new Ordinary Shares will be issued at the
Issue Price (subject to the conditions noted below) and the Company has,
therefore, conditionally raised gross proceeds of approximately £25 million
through the Capital Raising.

 

Qualifying Shareholders who have validly applied for Open Offer Shares will
receive their full Open Offer Entitlement in accordance with the terms set out
in the Prospectus.

 

The Capital Raising remains conditional, inter alia, upon:

 

·    the Sponsor and Open Offer Agreement having become unconditional in
all respects, save for the condition relating to Admission, and not having
been terminated in accordance with its terms before Admission occurs; and

 

·      Admission having become effective.

 

If any of the conditions are not satisfied or, if applicable, waived, then the
Capital Raising will not take place.

 

Defined terms in this announcement bear the same meanings as in the prospectus
published by the Company on 10 August 2023.

 

Admission

 

Application has been made to the Financial Conduct Authority for the Open
Offer Shares to be admitted to the premium listing segment of the Official
List, to the London Stock Exchange for the Open Offer Shares to be admitted to
trading on its Main Market for listed securities and to the JSE for the Open
Offer Shares to be admitted to trading on its Main Board. It is expected that
UK Admission will become effective, and that dealings in the Open Offer Shares
will commence, 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 (or such later date as the Company, Panmure (acting as
Sponsor, Joint Financial Adviser and Joint Broker) and Numis Securities
Limited (acting as Joint Financial Adviser and Joint Broker) may agree, being
not later than 8.00 a.m. (London time) on 27 September 2023).

 

The Open Offer Shares when issued will rank, from Admission, pari passu in all
respects with the Existing Ordinary Shares.

 

Total Voting Rights

On 4 September 2021, and subject to satisfaction of the conditions and
following admission of the New Ordinary Shares, the Company's enlarged issued
share capital shall comprise 219,823,735 Ordinary Shares with voting rights
in the Company. This figure may be used by Shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change in the interest in, the share capital of the
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

 

- 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, for providing any advice in relation to the Capital Raising or
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 Application Form. The terms and
conditions of the Open Offer for Company shares held in certificated form on
the SA Register are 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. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future.

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.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

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.

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