12th Mar 2010 12:21
12 March 2010
Liberty International PLC - Publication of Prospectus and Circular
Further to the announcement on 9 March 2010 by Liberty International of its intention to separate into two businesses, Capital Shopping Centres and Capital & Counties, Liberty International today announces that the outstanding approvals in respect of the South African listing status of both businesses have been received and are satisfactory to the Liberty International Board. Further details of such listing status are provided in Appendix 1 of this announcement. Accordingly, the Circular and Prospectus in connection with the Demerger have now been published and are available to view and to download on Liberty International's website:
http://www.liberty-international.co.uk/investors/shareholder_info/liberty_international_demerger.
Copies of the Circular along with forms of proxy for the Liberty International Extraordinary General Meeting will be sent to all Shareholders shortly. Copies of the Prospectus will shortly be available in hard copy between 08h30 and 17h00 on any business day, up to and including 17 May 2010, at the following places:
·; The registered office of Liberty International at 40 Broadway, London SW1H 0BT, United Kingdom;
·; Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom; and
·; Edward Nathan Sonnenbergs, 150 West Street, Sandton, 2196, South Africa.
Both the Circular and the Prospectus will shortly be available for inspection at the Document Viewing Facility at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
The latest time for receipt of forms of proxy from Shareholders is 11.00 a.m. on Monday 5 April, with the Liberty International Extraordinary General Meeting being held at 11.00 a.m. on Wednesday 7 April at One Whitehall Place, Westminster, London, SW1A 2HD. The Demerger is expected to become unconditional on Friday 7 May 2010.
The appendices to this announcement contain further details of the Demerger timetable, including details of trading and settlement arrangements for Capital & Counties Properties PLC and Capital Shopping Centres Group PLC on the LSE and the JSE, as well as definitions relevant to this announcement.
Enquiries
Liberty International PLC
Tel: +44 (0) 20 7960 1200 David Fischel Ian Durant
Rothschild
Joint Financial adviser and sole Sponsor in the UK and South Africa
Tel: +44 (0) 20 7280 5000
Alex Midgen
Duncan Wilmer
David Lake
BofA Merrill Lynch
Joint Financial adviser and joint Broker
Tel: +44 (0) 20 7628 1000 Simon Mackenzie-Smith
Simon Fraser
UBS Investment Bank Joint Broker Tel: +44 (0) 20 7567 8000 Hew Glyn Davies
Jonathan Bewes
Public relations
UK - Hudson Sandler
Tel: +44 (0) 20 7796 4133
Michael Sandler
SA - College Hill
Tel: +27 (0) 11 447 3030
Nicholas Williams
This announcement is not a prospectus but an advertisement and investors should not acquire any new ordinary shares in Capital & Counties referred to in this announcement except on the basis of the information contained in the prospectus to be published by Capital & Counties and any supplement or amendment thereto.
This announcement is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or investment advice in any jurisdiction.
The securities to which this announcement relate have not been and are not required to be registered under the US Securities Act. These securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of these securities or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States
Rothschild is acting as sole sponsor and joint financial adviser in the UK and South Africa to Liberty International and Capital & Counties in respect of the Demerger. Rothschild is acting for Liberty International and Capital & Counties, and in the case of Rothschild South Africa, the JSE, and no one else in connection with the Demerger, and will not regard any other person as a client in relation to the Demerger and will not be responsible to anyone other than Liberty International and Capital & Counties, and in the case of Rothschild South Africa, the JSE, for providing the protections afforded to their respective clients or for providing advice in relation to the Demerger or any matters referred to in this announcement.
Merrill Lynch International (a subsidiary of Bank of America Corporation) ("BofA Merrill Lynch") is acting exclusively for Liberty International and no one else in connection with the Demerger and will not regard any other person as a client in relation to the Demerger, nor will they be responsible to anyone other than Liberty International for providing the protections afforded to clients of Merrill Lynch International or for providing advice in connection with the Demerger, any transaction or arrangement referred to in this announcement or the contents of this announcement. Merrill Lynch International will also act as joint broker to Capital & Counties upon the listing of its shares.
UBS Limited ("UBS Investment Bank") is acting as joint broker to Liberty International and Capital & Counties in respect of the Demerger. UBS Limited is acting for Liberty International and Capital & Counties and no one else in connection with the Demerger, and will not regard any other person as a client in relation to the Demerger and will not be responsible to anyone other than Liberty International and Capital & Counties for providing the protections afforded to their respective clients or for providing advice in relation to the Demerger or any matters referred to in this announcement.
APPENDIX 1
South African Exchange Control, and Admission and Dealings
For South African exchange control purposes, the secondary listing of Capital Shopping Centres Group PLC on the JSE will retain the current classification of Liberty International as a domestic listing and its shares will have the same exchange control status as shares of a South African registered company listed on the JSE. Therefore all South African resident investors, including South African resident institutional investors, will be able to hold shares in Capital Shopping Centres Group PLC on its South African register free of any South African exchange control restrictions save for those restrictions imposed by the South African Reserve Bank on all foreign companies that have been granted domestic listing status.
The secondary listing of Capital & Counties Properties PLC on the JSE will be, for South African exchange control purposes, an inward listing and the listing of the Capital & Counties Ordinary Shares on the JSE will be treated as foreign assets in the hands of South African resident Qualifying Shareholders with the following consequences:
·; South African resident investors who are individuals, corporate entities or trusts may continue to hold, sell or buy Capital & Counties Ordinary Shares on the Capital & Counties SA Register without restriction; and
·; South African resident institutional shareholders may only hold Capital & Counties Ordinary Shares as part of their foreign portfolio allowances. South African resident institutional investors who are Qualifying Shareholders and who receive their Capital & Counties Ordinary Shares as a direct consequence of the Demerger, which receipt results in their foreign portfolio allowances being exceeded, will be, in terms of the approval received from the exchange control department of the South African Reserve Bank, granted 24 months to realign their portfolios following their receipt of the Capital & Counties Ordinary Shares.
Capital & Counties Properties PLC will continue to engage in discussions with the South African Reserve Bank and the South African National Treasury regarding the status of its secondary listing on the JSE with a view to obtaining a directive from the Minister of Finance in South Africa classifying the listing of Capital & Counties Properties PLC on the JSE as a domestic listing. However, there can be no guarantee that such a directive will be obtained.
The Demerger is conditional (amongst other things) on:
·; the approval by Shareholders; and
·; the confirmation of the Liberty International Reduction of Capital by the Court.
Following the Liberty International Reduction of Capital, the Demerger Assets will be transferred to Capital & Counties Properties PLC in consideration for which Capital & Counties Properties PLC will issue to Qualifying Shareholders:
One Capital & Counties Ordinary Share for each Liberty International Ordinary Share
Shareholders will also continue to hold their existing shares in Liberty International (which will be renamed Capital Shopping Centres Group PLC).
It should be noted that, although it is currently Liberty International's intention that the Demerger should be concluded, Liberty International is entitled to decide not to proceed with the Demerger at any time prior to the Liberty International Reduction of Capital becoming effective if it determines that it would not be in the interests of Shareholders. The Demerger is not conditional on Admission.
Following the Demerger, Capital & Counties Properties PLC will also reduce its share capital to create distributable reserves for the purpose of facilitating the future payment of dividends and to meet its other needs.
The current expected timetable is set out in Appendix 2.
Application has been made to the UKLA for up to 633,956,783 Capital & Counties Ordinary Shares of 80 pence each to be admitted to the Official List and for such shares to be admitted to trading on the London Stock Exchange with LSE code CAPC. The ISIN of the Capital & Counties Ordinary Shares will be GB00B62G9D36.
The JSE has approved the application for the secondary listing of the Capital & Counties Ordinary Shares in issue in the "Financials-Financial Services-Real Estate-Real Estate Holding & Development" sector of the JSE under the abbreviated name CAPCO and JSE code CCO, with effect from 9.00 a.m. (South African time) on Monday 10 May 2010.
The entitlement to receive Capital & Counties Ordinary Shares pursuant to the Demerger is not transferable.
The Capital & Counties Ordinary Shares can be held in certificated or uncertificated form. The certificates will not be renounceable.
The Capital & Counties Ordinary Shares will only be traded on the JSE as dematerialised shares and accordingly all Shareholders who hold certificated Capital & Counties Ordinary Shares will have to dematerialise their certificated shares should they wish to trade on the JSE.
Pending the dispatch of certificates for Capital & Counties Ordinary Shares, transfers of Capital & Counties Ordinary Shares in certificated form will be certified against the register of the Company. Temporary documents of title have not been, and will not be, issued in respect of Capital & Counties Ordinary Shares.
Existing dividend mandates to bank or building society accounts given in relation to dividends paid by Liberty International (including in relation to the currency of such dividends) and instructions given to Liberty International in relation to notices and other communications will be applied automatically to the Capital & Counties Ordinary Shares received by Shareholders pursuant to the Demerger unless a Shareholder gives an alternative notification.
It is expected that the name of Liberty International will change to Capital Shopping Centres Group PLC at the close of business on Friday 7 May 2010. On Monday 10 May 2010, the Liberty International Ordinary Shares will begin trading on the LSE and the JSE under the new name Capital Shopping Centres Group PLC, with LSE code CSCG, JSE code CSO and ISIN GB0006834344.
APPENDIX 2
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates given in this expected timetable are based on Liberty International's current expectations and may be subject to change.
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2010 |
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Publication of Prospectus and Circular . . . . . . . . . . . . . . . . . . . . . . . |
Friday 12 March |
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Latest time and date for receipt of proxy forms . . . . . . . . . . . . . . . . . . . . . . |
11.00 a.m. on Monday 5 April |
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Liberty International Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . |
11.00 a.m. on Wednesday 7 April |
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Court hearing to confirm Liberty International Reduction of Capital . . . . . . . . |
Tuesday 4 May |
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Liberty International Reduction of Capital becomes effective . . . . . . . . . . . . |
Friday 7 May |
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Change of name of Liberty International to Capital Shopping Centres Group PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
close of business on Friday 7 May |
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Court hearing to confirm the Capital & Counties Reduction of Capital. . . . . . |
Monday 17 May |
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Capital & Counties Reduction of Capital becomes effective . . . . . . . . . . . . . |
Tuesday 18 May |
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EXPECTED TIMETABLE FOR LONDON STOCK EXCHANGE DEALINGS |
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Last day of dealings in Liberty International Ordinary Shares on the LSE cum entitlement to participate in the Demerger . . . . . . . . . . . . . . . . . . . . . . . . . . |
Friday 7 May |
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Transfers of Liberty International Ordinary Shares between the principal Liberty International UK Register and the Liberty International SA Register prohibited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
close of business on Friday 7 May |
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Commencement of dealings in the Capital & Counties Ordinary Shares on the London Stock Exchange on a "when issued basis" (2)(3) . . . . . . . . . . . . . . . . . |
8.00 a.m. on Monday 10 May |
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First day of dealings in Liberty International (now Capital Shopping Centres) Ordinary Shares ex entitlement to participate in the Demerger under LSE code CSCG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . …….. . . . . . . . . . . |
Monday 10 May |
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Record Time for the purposes of determining holders of Liberty International Ordinary Shares entitled to participate in the Demerger. . . . . . . . . . . . . . . . . |
6.00 p.m. on Friday 14 May |
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End of prohibition on transfers of Liberty International Ordinary Shares between the principal Liberty International UK Register and the Liberty International SA Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . …. |
close of business on Friday 14 May |
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Admission to trading, listing of and commencement of dealings in the Capital & Counties Ordinary Shares on the London Stock Exchange . . |
8.00 a.m. on Monday 17 May |
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EXPECTED TIMETABLE FOR JSE DEALINGS |
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Last day to trade Liberty International Ordinary Shares on the JSE in order to participate in the Demerger . . . . . . . . . . . . . . . . . . . . . . . . . . … |
Friday 7 May |
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Last day to trade under the old name Liberty International (4) . . . . . . . . . |
Friday 7 May |
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Transfers of Liberty International Ordinary Shares between the principal Liberty International UK Register and the Liberty International SA Register prohibited and registration of transfers of Liberty International Ordinary Shares on the Liberty International SA Register suspended . . . . . . . . . . . . . . |
close of business on Friday 7 May (South African time) |
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Listing of and commencement of dealings in the Capital & Counties Ordinary Shares on the JSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
9.00 a.m. (South African time) on Monday 10 May |
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Liberty International Ordinary Shares begin trading under the new name of Capital Shopping Centres Group PLC under JSE code CSO ex entitlement to participate in the Demerger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
Monday 10 May |
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Record Time for the purposes of determining holders of Liberty International Ordinary Shares entitled to participate in the Demerger and the South African record date for name change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
7.00 p.m. (South African time) on Friday 14 May |
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End of prohibition on transfers of Liberty International Ordinary Shares between the principal Liberty International UK Register and the Liberty International SA Register and end of suspension of registration of transfers of Liberty International Ordinary Shares in respect of the Liberty International SA Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
close of business on Friday 14 May (South African time) |
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EXPECTED TIMETABLE FOR SETTLEMENT |
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CREST accounts credited with Capital & Counties Ordinary Shares . . . . . . . |
8.00 a.m. on Monday 17 May |
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CSDP and broker accounts credited with Capital & Counties Ordinary Shares. |
9.00 a.m. (South African time) on Monday 17 May |
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Posting of share certificates for the Capital & Counties Ordinary Shares to Certificated Shareholders (including SA Certificated Shareholders). |
by Monday 24 May |
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If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange and the Securities Exchange News Service of the JSE. |
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All times shown in this document are UK times unless otherwise stated. South African time will be one hour ahead of UK time from 28 March 2010. |
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Notes:
(1) These times and dates are indicative only and will depend, among other things, on the date on which the Court sanctions the Liberty International Reduction of Capital and/or the Capital & Counties Reduction of Capital (as the case may be).
(2) Dealings on the London Stock Exchange in Capital & Counties Ordinary Shares will commence at 8.00 a.m. on Monday 10 May 2010 on a "when issued basis" until UK Admission. Dealings carried out on a "when issued basis" are in respect of securities which are subject to an application for listing or trading which are entered into before, and conditional upon, listing or trading becoming effective. If UK Admission does not occur by 8.00 a.m. on Monday 17 May 2010, all dealings made in Capital & Counties Ordinary Shares on the London Stock Exchange will be of no effect. Such dealings will be at the sole risk of the parties concerned.
(3) Dealings on the London Stock Exchange in Capital & Counties Ordinary Shares on Monday 10 May 2010 and Tuesday 11 May 2010 will settle on UK Admission.
(4) Share certificates may not be dematerialised or rematerialised in the name of Liberty International after Friday 7 May 2010. Share certificates in the new name may be dematerialised or rematerialised from Monday 17 May 2010.
APPENDIX 3
DEFINITIONS
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Admission . . . . . . . . . . . . . . . . . . |
together, UK Admission and SA Admission. |
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Admission and Disclosure Standards |
the "Admission and Disclosure Standards" of the London Stock Exchange containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities. |
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Capital & Counties Ordinary Shares. . . . . . . . . . . . . . . . . . . . . . |
the ordinary shares in the share capital of Capital & Counties Properties PLC from time to time of 80 pence each and, subject to the Capital & Counties Reduction of Capital becoming effective, 25 pence each. |
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Capital & Counties Properties PLC. . . . . . . . . . . . . . . . . . . . . . . . |
Capital & Counties Properties PLC, a company incorporated under the laws of England and Wales (registered under no. 07145051), with its registered office at 40 Broadway, London, SW1H 0BT and registered as an external company in South Africa (registered under no. 2010/003387/10), with its registered external office at Liberty Life Centre, 1 Ameshoff Street, Johannesburg, 2001. |
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Capital & Counties Reduction of Capital . . . . . . . . . . . . . . . . . . . . . |
the proposed reduction of capital of Capital & Counties Properties PLC under the Companies Act 2006 as further described in the Prospectus. |
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Capital & Counties SA Register |
the branch register of members of Capital & Counties Properties PLC in South Africa. |
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Certificated Shareholders . . . . . . |
Shareholders who hold certificated Liberty International Ordinary Shares on the Liberty International UK Register. |
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Circular |
the circular sent to Liberty International Shareholders and dated 12 March 2010 relating to the Demerger. |
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Companies Act 2006 |
the UK Companies Act 2006, as amended. |
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Court . . . . . . . . . . . . . . . . . . . . . . |
the High Court of Justice of England and Wales. |
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CREST . . . . . . . . . . . . . . . . . . . . . |
the relevant system, as defined in the CREST Regulations (in respect of which Euroclear UK & Ireland Limited is the operator as defined in the CREST Regulations). |
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CREST Regulations . . . . . . . . . . |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended. |
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CSDP . . . . . . . . . . . . . . . . . . . . . . |
Central Securities Depositary Participant. |
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Demerger . . . . . . . . . . . . . . . . . . .
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the demerger of the Demerger Assets from Liberty International to be implemented pursuant to the Liberty International Reduction of Capital. |
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Demerger Assets . . . . . . . . . . . .
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Liberty International's central London focused property investment and development division and Chinese fund investments which comprise the entire issued share capital of (i) Capital & Counties Limited, (ii) C&C Properties UK Limited, (iii) Capco Covent Garden Limited, (iv) C&C Management Services Limited, (v) Capvestco Limited, (vi) Liberty International Asset Management Ltd and (vii) Capco Group Treasury Limited, and any intercompany receivables owed by such companies or their subsidiaries to Liberty International. |
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FSA |
the UK Financial Services Authority. |
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FSMA |
the Financial Services and Markets Act 2000, as amended. |
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JSE . . . . . . . . . . . . . . . . . . . . . . . . |
the JSE Limited (Registration number 2005/022939/06), a company duly registered and incorporated with limited liability under the company laws of South Africa, licensed as an exchange under the Securities Services Act, 2004 (Act 36 of 2004). |
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Liberty International or Company |
Liberty International PLC (which will be renamed "Capital Shopping Centres Group PLC"), a company incorporated under the laws of England and Wales (registered under no. 03685527), with its registered office at 40 Broadway, London SW1H 0BT and registered as an external company in South Africa (registered under no. 1999/012910/10), with its registered external office at Liberty Life Centre, 1 Ameshoff Street, Johannesburg 2001, South Africa. |
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Liberty International Extraordinary General Meeting..
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the extraordinary general meeting of the Company which is due to be held on Wednesday 7 April 2010, the notice of which is set out in the Liberty International Notice of Extraordinary General Meeting at the end of the Circular, or any reconvened meeting following any adjournment thereof. |
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Liberty International Notice of Extraordinary General Meeting. . |
the notice set out at the end of the Circular giving Shareholders notice of the Liberty International Extraordinary General Meeting. |
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Liberty International Ordinary Shares . . . . . . . . . . . . . . . . . . . . . |
the ordinary shares in the share capital of the Company from time to time of 50 pence each. |
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Liberty International Reduction of Capital . . . . . . . . . . . . . . . . . . . |
the proposed reduction of capital of the Company under the Companies Act 2006 as further described in the Prospectus. |
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Liberty International SA Register . . . . . . . . . . . . . . . . . . . . |
the branch register of members of the Company in South Africa. |
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Liberty International UK Register |
the register of members of the Company in the UK excluding, for the avoidance of doubt, the Liberty International SA Register. |
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Listing Rules |
the Listing Rules made by the FSA under Part VI of FSMA. |
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London Stock Exchange or LSE . |
London Stock Exchange. |
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Official List . . . . . . . . . . . . . . . . |
the Official List of the FSA pursuant to Part VI of FSMA. |
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Prospectus . . . . . . . . . . . . . . . . . . |
the prospectus issued by Capital & Counties Properties PLC in connection with Admission and dated 12 March 2010. |
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Qualifying Shareholders |
holders of Liberty International Ordinary Shares on the Liberty International SA Register and the Liberty International UK Register at the Record Time. |
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Record Time . . . . . . . . . . . . . . . . |
as at 6 p.m. (UK time) / 7 p.m. (South African time) on Friday 14 May 2010, being the date and time at which the Shareholders are required to be recorded on the Liberty International UK Register and Liberty International SA Register in order to participate in the Demerger, or as at 6 p.m. (UK time) / 7 p.m. (South African time) on such other Friday as the board of Liberty International (or any duly authorised committee thereof) may determine, provided that: (i) such Friday is the first Friday after the Liberty International Reduction of Capital becomes effective; (ii) prior approval of the JSE is obtained; and (iii) Liberty International notifies those Shareholders who are either SA Dematerialised Shareholders or SA Certificated Shareholders of the new last day to trade in order to be recorded in the CSDP/broker accounts as the holder of Liberty International Ordinary Shares as at the new Record Time. |
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Regulatory Information Service . |
one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information in respect of listed companies. |
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SA Admission . . . . . . . . . . . . . . . |
admission, in accordance with the listing requirement of the JSE, of all of the Capital & Counties Ordinary Shares (by way of secondary listing) to the main board of the JSE. |
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SA Certificated Shareholders . . .
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Shareholders who hold certificated Liberty International Ordinary Shares on the Liberty International SA Register. |
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SA Dematerialised Shareholders . . |
the holders of Liberty International Ordinary Shares held via Strate, in uncertificated form and recorded in the sub-register of the Liberty International SA Register maintained by a CSDP. |
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Shareholder . . . . . . . . . . . . . . . . . |
holder of Liberty International Ordinary Shares or Capital & Counties Ordinary Shares as the context requires. |
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Strate . . . . . . . . . . . . . . . . . . . . . . |
Strate Limited (Registration number 1998/022242/06), a public company incorporated in accordance with the laws of South Africa and the electronic clearing and settlement system used by the JSE to settle trade. |
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subsidiaries . . . . . . . . . . . . . . . . . |
as defined in Section 1160 of the Companies Act 2006. |
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UK Admission . . . . . . . . . . . . . . . |
the admission of the Capital & Counties Ordinary Shares to the Official List becoming effective in accordance with the Listing Rules and the admission of the Capital & Counties Ordinary Shares to trading on the London Stock Exchange's market for listed securities, becoming effective in accordance with the Admission and Disclosure Standards. |
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UK Listing Authority or UKLA . . |
the FSA in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of FSMA. |
Related Shares:
INTU.L