3rd Dec 2010 15:45
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: | Capital Shopping Centres Group PLC (the "Company") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Capital Shopping Centres Group PLC |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEREE |
(e) Date position held: | 3 December 2010 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | NO
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| 50p ordinary shares | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Derivatives (other than options): | Nil | Nil | ||
(3) Options and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | |
Details, including nature of the rights concerned and relevant percentages: |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
None
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares The directors/PDMRs of the Company have the following beneficial interests in shares in the Company.
* Including 62.3 million new ordinary shares issued by Capital Shopping Centres Group PLC on 30 November 2010 pursuant to the Placing announced by it on 25 November 2010. ** Mr R Gordon's interest was also included in the Form 8.3 issued by the Gordon Family Interests on 30 November 2010.
Share Incentive Plan Conditional awards made under the Company's annual bonus scheme includes Share Incentive Plan ("SIP") shares which are held in trust for a period of five years to qualify for full tax advantage.
Additionally employees and the directors are eligible to participate in a partnership scheme in which they can save money from their pre-tax salary to purchase ordinary shares (''Partnership Shares''). For every two Partnership Shares purchased, the participating employees receive one free ordinary share (one free ordinary share for every four Partnership Share purchased for years prior to 2008) (''Matching Shares''). The Partnership Shares are purchased annually using savings accumulated over the 12-month period. Partnership and Matching Shares must then be kept in trust for five years. The dividend payable in respect of the ordinary shares held in trust is used to purchase additional ordinary shares (''Dividend Shares'') which are also held in trust. The Dividend Shares are generally required to be held in trust for a minimum period of three years from the date of acquisition. The principal terms of the SIP are set out in the combined prospectus and circular issued by the Company on 26 November 2010.
The directors/PDMRs of the Company have the following interests in shares in the Company resulting from their participation in the Company's SIP:
The Capital Shopping Centres Group PLC Unapproved Share Option Scheme
The directors/PDMRs of the Company have the following interests in shares in the Company resulting from their participation in the Company's Unapproved Share Option Scheme:
The Capital Shopping Centres Group PLC Approved Share Option Scheme
The directors/PDMRs of the Company have the following interests in shares in the Company resulting from their participation in the Company's Approved Share Option Scheme:
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UBS Limited, a party acting in concert with the Company, was interested directly or indirectly in ordinary shares of the Company as follows:
UBS Securities LLC - 450 sharesUBS South Africa (Pty) Ltd - 113,617 shares
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 3 December 2010 |
| Contact name: | John Armstrong |
| Telephone number: | +44 (0)207 887 7064 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
INTU.L