20th Sep 2012 14:34
NOT FOR DISTRIBUTION IN OR TO THE U.S., CANADA, AUSTRALIA OR JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND NOT AN OFFER OF SECURITIES IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT TO INVEST IN SUCH SECURITIES WHATSOEVER IN ANY JURISDICTION.
20 September 2012
Capital Shopping Centres Group PLC Convertible Bond Offering
Capital Shopping Centres Group PLC (the "Company", "CSC", the "Group") announces the final terms of its offering of £300 million of senior, unsecured Convertible Bonds due 2018 (the "Bonds"), as launched earlier today.
The Bonds will have a coupon of 2.50% per annum payable semi-annually in arrear and an initial conversion price of 437.52p, a premium of 30% above the volume weighted average price of the shares from launch to pricing.
Settlement is expected to take place on or about 4 October 2012.
UBS Limited ("UBS") is acting as Sole Global Coordinator and BofA Merrill Lynch, Credit Suisse Limited and UBS are acting as Joint Bookrunners. HSBC Bank PLC is acting as Lead Manager. UBS and BofA Merrill Lynch are acting as corporate brokers and advisers to the Company. Rothschild is acting as adviser to the Company.
For further information please contact:
Capital Shopping Centres Group PLC:
David Fischel Chief Executive +44 (0)20 7960 1207
Matthew Roberts Finance Director +44 (0)20 7960 1353
Public relations:
UK: Michael Sandler, Hudson Sandler +44 (0)20 7796 4133
Wendy Baker, Hudson Sandler +44 (0)20 7710 8917
SA: Nicholas Williams, College Hill +27 (0)11 447 3030
About CSC
CSC is the leading specialist UK regional shopping centre REIT.
CSC owns and operates some of the very best shopping centres, in the strongest locations right across the country, attracting over 320 million customer visits a year. Two thirds of the UK population live within a 45 minute drive time of a CSC centre.
With over 16 million sq ft of retail space, valued at £7 billion, every single one of the UK's top 20 retailers is in its shopping centres, alongside some of the world's most iconic global brands.
CSC's five major out-of-town centres and nine in-town destinations include ten of the UK's top 25 shopping centres. Its out-of-town centres include The Trafford Centre, Lakeside, Metrocentre, Braehead, and The Mall at Cribbs Causeway, and its in-town prime destinations include Cardiff, Manchester, Newcastle, Norwich, Nottingham, Bromley, Uxbridge, Watford and Stoke-on-Trent.
In November 2011, CSC acquired Broadmarsh shopping centre in Nottingham bringing the portfolio to 15 centres.
For further information see www.capital-shopping-centres.co.uk
DISCLAIMER
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for or otherwise buy any securities to any person in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, South Africa, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, South Africa, Canada or Japan. There will be no public offer of the securities in the United States, Australia, Canada, Japan or South Africa.
This communication is directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and qualified investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
Each of UBS, Merrill Lynch International ("BofA Merrill Lynch") and Credit Suisse (together, the "Bookrunners") and HSBC Bank PLC (together with the Bookrunners, the "Managers") are acting on behalf of the Company and no one else in connection with the Bonds and will not be responsible to any other person for providing the protections afforded to clients of such Manager or for providing advice in relation to the Bonds or any transaction, matter or arrangement referred to in this announcement.
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Bonds and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Bonds and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bonds or any transaction, arrangement or other matter referred to in this announcement.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bonds. The value of the Bonds can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bonds for the person concerned.
In connection with the offering of the Bonds, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Company or related investments in connection with the Bonds or the Company or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Stabilisation/FSA.
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