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Publication of Prospectus and Notice of EGM

26th Nov 2010 11:42

RNS Number : 8781W
Capital Shopping Centres Group PLC
26 November 2010
 



26 November 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

CAPITAL SHOPPING CENTRES GROUP PLC

PUBLICATION OF COMBINED PROSPECTUS AND CIRCULAR / NOTICE OF EGM

Further to the Announcement on 25 November 2010, Capital Shopping Centres Group PLC (the "Company" or "CSC") today announces that the combined prospectus and circular (the "Prospectus"), containing further details relating to the Acquisition of The Trafford Centre Group, has been published.

The Prospectus is available immediately for download on the Group's website http://www.capital-shopping-centres.co.uk/news/press_releases and will be posted or otherwise communicated to Shareholders as soon as practicable.

Shareholders will find set out at the end of the Prospectus a notice convening a general meeting of the Company to be held on 20 December 2010 at 12 noon at 40 Broadway, London SW1H 0BT. This CSC Extraordinary General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolution. The Resolution must be passed in order for the Acquisition to proceed. Holders of Placing Shares will be able to vote on the Resolution.

Shareholders' attention is drawn to the letter from the Chairman of the Company which is set out on pages 30 to 39, which recommends that Shareholders vote in favour of the Acquisition.

Forms of Proxy for use at the Extraordinary General Meeting will shortly be posted to Shareholders and, to be valid, should be completed, signed and returned following the procedures described in Note 1 of the Notice of Extraordinary General Meeting so as to be received by the Company's registrars as soon as possible but, in any event, so as to arrive no later than 12 noon on 18 December 2010. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to do so.

A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do.

Copies of the Prospectus and other documents noted in the Prospectus as being available for inspection may be inspected during usual business hours on any Business Day up to and including 22 December 2010 at the registered office of the Company, at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom, at the offices of Merrill Lynch South Africa (Pty) Ltd, 138 West Street, Sandown, Sandton 2196, South Africa and will also be available for inspection at the Extraordinary General Meeting for at least 15 minutes prior to and during the meeting.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Announcement released by the Company at 7.00 a.m. on 25 November 2010.

Merrill Lynch International is acting as Sponsor in connection with the Placing. Merrill Lynch International and UBS Limited are acting as Joint Bookrunners in connection with the Placing. RBS Hoare Govett is acting as Lead Manager in connection with the Placing.

Merrill Lynch International is acting as Sponsor and Financial Adviser to CSC in connection with the Acquisition. UBS Limited is also providing financial advice to the Company in connection with the Acquisition.

ENQUIRIES:

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

David Fischel Chief Executive

Matthew Roberts Finance Director

Kate Bowyer Investor Relations

BofA Merrill Lynch: +44 (0)20 7628 1000

Simon Mackenzie-Smith

Simon Fraser

George Close-Brooks

Rajan Somchand

UBS Investment Bank: +44 (0)20 7567 8000

Hew Glyn Davies

Jonathan Bewes

Fergus Horrobin

Chris Madderson

RBS Hoare Govett: +44 (0)20 7678 8000

Justin Jones

Sara Hale

Lee Morton

Hudson Sandler (UK Public Relations) +44 (0)20 7796 4133

Michael Sandler

Wendy Baker

College Hill Associates (SA Public Relations) +27 (0)11 447 3030

Nicholas Williams

Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, and Merrill Lynch South Africa, which is a registered sponsor and member of the JSE, are acting exclusively for CSC and no one else in connection with the Placing and Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing and Admission and will not be responsible to anyone other than CSC for providing the protections afforded to its clients or for providing advice in relation to the Placing and Admission or any transaction, arrangement or other matter referred to in this document.

UBS Limited is acting exclusively for CSC and no one else in connection with the Placing and Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing and Admission and will not be responsible to anyone other than CSC for providing the protections afforded to its clients or for providing advice in relation to the Placing and Admission or any transaction, arrangement or other matter referred to in this document.

RBS Hoare Govett Limited is acting exclusively for CSC and no one else in connection with the Placing and Admission and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing and Admission and will not be responsible to anyone other than CSC for providing the protections afforded to its clients or for providing advice in relation to the Placing and Admission or any transaction, arrangement or other matter referred to in this document.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Prospectus and any other documentation associated with the Acquisition and Placing and/or the transfer of the Consideration Shares and Placing Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into Australia or Canada or Japan or the United States. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction in which such offer or solicitation is unlawful. No action has been taken by the Company that would permit an offer of the Consideration Shares and Placing Shares or possession or distribution of this announcement, the Prospectus or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The securities mentioned herein have not been and will not be registered under the US Securities Act or under any securities laws of any State or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any State or other jurisdiction of the United States. There will be no public offer of the securities mentioned herein in the United States. This announcement may not be released, published or distributed, directly or indirectly, in whole or in part, in or into the United States.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The contents of this announcement are not to be construed as legal, financial, business or tax advice. Each prospective investor should consult its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of 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 tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth 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.

 

 

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