REG - Vukile Property Fund Capital & Regional - Statement regarding Capital & Regional plc

Capital & RegionalAnnouncement

23/05/2024 10:00

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RNS Number : 6547P  Vukile Property Fund Limited  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 IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE UK
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 ANY FIRM OFFER WILL BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

23 May 2024

 

Statement regarding Capital & Regional plc

 

Vukile Property Fund Limited ("Vukile") notes the recent announcement by the
Board of Capital & Regional plc ("Capital & Regional") regarding a
potential transaction.

 

Vukile confirm that it has submitted a non-binding indicative proposal  to
the Board of Capital & Regional regarding a possible cash and share offer
for the entire issued, and to be issued, share capital of Capital &
Regional Vukile's consideration of such an offer is at an early stage.

 

This announcement does not constitute a firm intention to make an offer and,
accordingly, there can be no certainty that any offer for Capital &
Regional will be made, nor as to the terms on which any offer might be made.

 

In accordance with Rule 2.6(a) of the Code, Vukile must, by not later than
5.00 p.m. on 20 June 2024, 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 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 be extended only with the consent of Capital
& Regional and the Takeover Panel in accordance with Rule 2.6(c) of the
Code.

 

 

A further statement will be made as appropriate.

 

 

Enquiries:

 

Vukile Property Fund Limited

Laurence Rapp
                        +27 83 266 3011

Marijke Coetzee                         +27 82 852
0247

 

BofA Securities (Financial Adviser to Vukile)

Stephen
Little
+44 20 7628 1000

Geoff Iles

Marcus Jackson

Anthony Knox

Gbolawoyi Ajayi

 

Important information

 

This announcement is not intended to, and does not, constitute, represent or
form part of any offer, invitation or solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction whether
pursuant to this announcement or otherwise.

 

The 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 the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct
Authority ("FCA") and the PRA in the United Kingdom, is acting as financial
adviser exclusively for Vukile and for no one else and will not be responsible
to anyone other than Vukile for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this
announcement. Neither BofA Securities, nor any of its affiliates, 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 BofA Securities in connection with this
announcement, any statement contained herein or otherwise.

 

Website publication

 

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in restricted jurisdictions, on
Vukile's website (https://www.vukile.co.za/sens) by no later than noon (London
time) on the business day following this announcement. The content of this
website is not incorporated into and does not form part of this announcement.

 

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 (http://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.

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