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Posting of Notice of Adjourned EGM

14th Jan 2011 13:05

RNS Number : 4998Z
Capital Shopping Centres Group PLC
14 January 2011
 



CAPITAL SHOPPING CENTRES GROUP PLC

14 January 2011

CAPITAL SHOPPING CENTRES GROUP PLC

POSTING OF NOTICE OF ADJOURNED EXTRAORDINARY GENERAL MEETING

On 20 December 2010, Capital Shopping Centres Group PLC ("CSC" or the "Company") held an Extraordinary General Meeting (the "Original EGM") at which a resolution to adjourn a vote approving the acquisition of the Trafford Centre Group was approved by the Company's shareholders (the "Shareholders").

The Company today announces that it is posting to Shareholders a notice (the "Adjourned EGM Notice") of Adjourned Extraordinary General Meeting (the "Adjourned EGM"), confirming that the Adjourned EGM will be held at 4.00 p.m. on 26 January 2011 at One Whitehall Place, Westminster, London SW1A 2EJ. The Adjourned EGM will consider the resolution to approve the acquisition of the Trafford Centre Group on the revised terms set out in the Company's RNS announcement released at 7.00 a.m. on 7 January 2011.

The Adjourned EGM Notice is available immediately for download on the Company's website at

www.capital-shopping-centres.co.uk/investors/shareholder_info/trafford_egm/.

Forms of Proxy submitted in relation to the Original EGM will remain valid for the Adjourned EGM. Shareholders who have already appointed a proxy do not need to take any action, unless they wish to change their proxy or their voting instructions or to confirm original split voting instructions where there has been a subsequent change in shareholding.

Shareholders wishing to appoint a proxy, change their proxy or amend or confirm their proxy voting instructions should read the Adjourned EGM Notice, including the Notes thereto, for instructions on how to do so.

Completion and return of a Form of Proxy will not prevent Shareholders (or their duly appointed representatives) from attending the Adjourned EGM and voting in person should they wish to do so.

An expected timetable of principal events in relation to the Adjourned EGM and the acquisition of the Trafford Centre Group is set out in Appendix 1 below.

Contacts

Capital Shopping Centres Group PLC +44 (0)20 7887 4220

Susan Folger Company Secretary

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code on Takeovers and Mergers (the "Code"), any person who is interested in 1 per cent. or more of any class of relevant securities of the Company or of any paper 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 paper 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 Company and (ii) any paper 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the Company or of a paper 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 per cent. or more of any class of relevant securities of the Company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the Company or of any paper 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 Company and (ii) any paper offeror, 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 p.m. (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 the Company or a paper 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 Company and by any offeror and Dealing Disclosures must also be made by the 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 Company and any offeror 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, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

General

A copy of this announcement and the Adjourned EGM Notice is available, free of charge, at www.capital-shopping-centres.co.uk/investors/shareholder_info/trafford_egm/. You may request a hard copy of this announcement, free of charge, by contacting the Company at 40 Broadway, London SW1H 0BT (by email: [email protected], or by telephone: +44 (0)20 7960 1236). You may also request that all future documents, announcements and information to be sent to you in relation to the acquisition of the Trafford Centre Group should be in hard copy form.

Appendix 1

Expected timetable of principal events

 

Each of the times and dates in the table below is indicative only and may be subject to change.

 

2011

Latest time and date for receipt of Forms of Proxy…………………………

4.00 p.m. on 24 January

Record Date for voting at Adjourned EGM…………………………………..

24 January

Adjourned EGM…………………………………………………………………

4.00 p.m. on 26 January

Completion of acquisition of Trafford Centre Group………………………...

28 January

Admission of Consideration Shares on the London Stock Exchange…….

28 January

Admission of Consideration Shares on the Johannesburg Stock Exchange...................................................................................................

28 January

Notes:

(a) The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by CSC, in which event details of the new times and dates will be notified to the UK Listing Authority, and an announcement will be made on a Regulatory Information Service and on SENS and, if appropriate, will be notified to Shareholders. Notwithstanding the foregoing, Shareholders may not receive any further written communication.

(b) References to times in this document are to London times unless otherwise stated.

(c) Transfers of Ordinary Shares between the principal CSC UK Register and the CSC SA Register will be prohibited, and the registration of CSC Ordinary Shares on the SA Register will be suspended, from the close of business on 17 January 2011 until the Record Date for voting at the Adjourned EGM.

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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