24th May 2005 09:05
24 May 2005 NOT FOR DISTRIBUTION INTO THE UNITED STATES OR ITALY LIBERTY INTERNATIONAL PLC CAPITAL SHOPPING CENTRES PLC: WITHDRAWAL OF CORPORATE RATING AND OFFER TO PURCHASE UNSECURED BONDS Since 2000, when Capital Shopping Centres PLC (the "Company" or "CSC") became awholly owned subsidiary of Liberty International PLC, the Company has movedsignificantly away from its previous strategy of raising debt finance throughthe unsecured markets. The corporate credit and senior unsecured bond ratings(the "Corporate Rating") of CSC began in 1997, when CSC was separately listedon the London Stock Exchange and the Company issued unsecured bonds in 1998 andin 1999.Of the ‚£350 million of unsecured bonds originally issued, Liberty InternationalPLC has acquired over recent years ‚£252.5 million in aggregate which it doesnot intend to reissue. As of the date of this announcement, ‚£65.3 million ofthe 5.75 per cent. Bonds due 2009 (the "2009 Bonds") and ‚£32.2 million of the6.875 per cent. Bonds due 2013 (the "2013 Bonds") (together, the "UnsecuredBonds") remain outstanding compared with the original issue amounts of ‚£150million and ‚£200 million respectively.As a result of the above, the Company has agreed with Standard & Poor's ("S&P")that its Corporate Rating should now be discontinued and believes that it wouldbe appropriate at this time to provide an opportunity for holders of theUnsecured Bonds to exit through an offer to purchase by private treaty any ofthe remaining Unsecured Bonds.The offers are being made available to holders of the Unsecured Bonds on thefollowing basis:2009 Bonds: a spread of 1.25 per cent. over 4% Treasury Stock due 20092013 Bonds: a spread of 1.65 per cent. over 5% Treasury Stock due 2014The actual price payable to holders wishing to sell their Unsecured Bonds willbe based on the trading level of the relevant Gilt at the time of theirtransaction with the Company's agent.Holders of the bonds wishing to sell their Unsecured Bonds should contacteither UBS Limited or Merrill Lynch International, who are acting as agents forCSC. The offers will remain open until 14 June 2005.Aidan Smith, Finance Director of Liberty International PLC, commented:"The amount of Unsecured Bonds which remain outstanding is now relativelysmall, both in relation to the size of the original issues and in relation tothe group's overall debt. We believe that it is now appropriate to discontinueCSC's Corporate Rating, but we are offering to purchase the remaining UnsecuredBonds to allow any holders of the Unsecured Bonds to exit their holdings atlevels above current market prices should they wish to do so."For further information, please contact:Liberty International PLC / Capital Shopping Centres +44 (0)20 7960 1210 PLC Aidan Smith UBS Limited (acting as agent for CSC) +44 (0)20 7567 7480 Duane Hebert Rob Ritchie +44 (0)20 7567 3348 Merrill Lynch International (acting as agent for +44 (0)20 7995 3715 CSC) +44 (0)20 7995 3759 Asar Mashkoor Simon Davy This announcement does not constitute, or form part of, any solicitation of anyoffer or invitation to sell any securities in any jurisdiction nor shall it (orany part of it), or the fact of its distribution, form the basis of or berelied on in connection with any contract therefore. No indications of interestin the solicitation of offers to sell are sought by this announcement. Offersto purchase are not made to, and any offers will not be accepted from, or onbehalf of, persons in any jurisdiction in which the making of such offers willnot be in compliance with the laws or regulations of such jurisdiction.The solicitation of offers to sell with respect to the Unsecured Bonds is notbeing made and will not be made directly or indirectly in or into, or by use ofthe mail of, or by any means or instrumentality of interstate or foreigncommerce of, or any facilities of a national securities exchange of, the UnitedStates of America, its territories and possessions, any state of the UnitedStates of America and the District of Columbia (the "United States") or to U.S.persons (each a "U.S. person") as defined in Regulation S under the UnitedStates Securities Act of 1933. This includes but is not limited to, facsimiletransmission, electronic mail, telex, telephone and the internet. Accordingly,copies of any documents or material related to such solicitations of offers tosell are not being, and must not be, directly or indirectly, mailed orotherwise transmitted, distributed or forwarded in or into the United States orto any U.S. person. Any purported offer in response to such solicitations ofoffers to sell resulting directly or indirectly from a violation of theserestrictions will be invalid, and offers to sell made by a resident of theUnited States or any agent, fiduciary or other intermediary acting on anon-discretionary basis for a principal giving instructions from within theUnited States or any U.S. person will not be accepted.ADDITIONAL NOTES ON LIBERTY INTERNATIONAL PLC GROUP FOR INFORMATION:Liberty International PLC is the UK's third largest listed property companywith investment properties exceeding ‚£6 billion and a constituent of theFTSE-100 Index of the UK's leading listed companies. Liberty International owns100 per cent of Capital Shopping Centres, the premier UK regional shoppingcentre business, and Capital & Counties, a commercial and retail propertyinvestment and development company concentrating in Central London, South EastEngland and California, USA.ENDLiberty International plcRelated Shares:
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