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Response to Letter from Simon Property Group, Inc.

8th Dec 2010 11:56

RNS Number : 5940X
Capital Shopping Centres Group PLC
08 December 2010
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

CAPITAL SHOPPING CENTRES GROUP PLC

8 December 2010

 

Capital Shopping Centres Group PLC

Letter from Simon Property Group, Inc.

Capital Shopping Centres Group PLC ("CSC" or the "Company") notes the announcement and the accompanying letter to the Board of CSC by Simon Property Group, Inc. ("SPG") released earlier today.

CSC has not received any indicative offer from SPG. In light of this, the Board, mindful of its fiduciary duties, continues to believe that it is not appropriate to provide SPG with the non-public due diligence information it has requested. As the Board has explained in its discussions with SPG, the combined circular and prospectus (the "Circular") sent to CSC shareholders contains comprehensive information regarding CSC and the Trafford Centre, including updated valuations.

 The Board believes that the Trafford Centre acquisition is a compelling transaction of significant benefit for CSC shareholders. The acquisition is consistent with CSC's objective post-demerger of creating a pure, high quality UK regional shopping centre REIT which is attractive to investors and vendors of assets. The Board is confident that CSC's portfolio, built up over 30 years and enhanced by the acquisition of the Trafford Centre, will deliver outstanding shareholder returns as the property sector continues to recover.

 

The Board considers that SPG's analysis published today is selective and creates an inaccurate representation of the overall transaction. As stated in the Circular, the overall transaction is expected to have a neutral impact on earnings per share in the first full year and on NAV per share. The long dated CMBS debt related to the Trafford Centre is an attractive component of the transaction, enhancing the overall financial position of CSC and lengthening its average debt maturity. Shareholders will also appreciate that the annual amortisation of the Trafford Centre debt is a repayment of principal, does not have an impact on operating cash flow and will continue to generate further financial headroom. The high quality income stream of the Trafford Centre will further enhance the overall financial position of CSC and CSC's dividend policy will be unchanged by the transaction. 

 

The Board continues to believe it is in shareholders' best interests to proceed with the acquisition. Accordingly, the Board of CSC reiterates its recommendation that shareholders vote in favour of the acquisition at the Extraordinary General Meeting to be held on 20 December 2010.

Contacts:

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

David Fischel Chief Executive

Matthew Roberts Finance Director

Kate Bowyer Investor Relations

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

 

 

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

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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 pm (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 will be available free of charge on the Company's website, www.capital-shopping-centres.co.uk/investors/shareholderinfo/simon_approach/, later today.

 

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