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Result of placing of 62.3 million shares

25th Nov 2010 13:20

RNS Number : 8181W
Capital Shopping Centres Group PLC
25 November 2010
 



25 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

RESULT OF THE PLACING OF 62.3 MILLION NEW ORDINARY SHARES RAISING GROSS PROCEEDS OF £221.2 MILLION

Capital Shopping Centres Group PLC (the "Company" or "CSC") announces that it has raised £221.2 million before commissions and expenses from the Placing completed today of 62,300,000 new Ordinary Shares (the "Placing Shares") at a price of 355 pence per share (the "Placing Price"). The Placing represents 9.9 per cent. of the Company's Existing Shares immediately prior to the Placing.

The Placing Shares will be issued credited as fully paid and will rank pari passu with the Company's Existing Shares, including the right to receive all dividends and other distributions declared, made or paid, in respect of such shares after the date of issue of the Placing Shares.

Settlement of the Placing Shares is expected to occur on 30 November 2010. The Company will apply for admission of the Placing Shares to the Official List of the Financial Services Authority and to listing on the London Stock Exchange's main market for listed securities. It is expected that UK Admission in respect of the Placing Shares will take place and that trading will commence on 30 November 2010. Subject to all conditions being fulfilled, the Company will also apply to the Johannesburg Stock Exchange for the listing of the Placing Shares on the Main Board of the Johannesburg Stock Exchange. It is expected that the listing of the Placing Shares on the Johannesburg Stock Exchange will take place on 30 November 2010.

The Placing is conditional, inter alia, upon Placing Admission becoming effective and the Placing and Sponsor's Agreement not being terminated.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Placing Press Announcement released by the Company at 7.00 a.m. today.

Appendix 1 contains statistics in relation to the Placing and the Acquisition based on the Placing Price and number of Placing Shares set out above which supersedes any information in the Placing Press Announcement released at 7.00 a.m. today. These statistics are consistent with the statistics that will be included in the combined circular and prospectus to be posted to Shareholders in due course.

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.

APPENDIX 1

PLACING PRICE AND OTHER STATISTICS

Certain statistics in relation to the Placing and the Acquisition set out in the Announcement released by the Company at 7.00 a.m. today were expressed to be dependant on: (i) the Placing Price; and (ii) the number of Placing Shares. The statistics set out in the Placing Press Announcement assumed a Placing Price of 368 pence and the issue of 62.3 million Placing Shares. Based on the actual Placing Price of 355 pence and an aggregate number of Placing Shares of 62,300,000, the following table sets out the final statistics in relation to the Placing and the Acquisition that were dependant on the actual Placing Price and number of Placing Shares.

Placing Price

355 pence

Placing Shares

62,300,000

Gross proceeds of the Placing

£221,165,000

Net proceeds of the Placing(1)

£216,165,000

Aggregate number of Consideration Shares to be issued to Peel in respect of the Acquisition

167,316,817

Aggregate nominal amount of Convertible Bonds to be issued to Peel as consideration for the Acquisition

£208,953,000 nominal amount of Convertible Bonds

Discount to par value of the Convertible Bonds issued for cash

3.5 per cent.

Amount of cash to be contributed to the Company by Peel

£74.4 million

Pro forma loan to value(2)

47 per cent.

Pro forma Net Asset Value per share (diluted, adjusted)(3)

375 pence

Headroom post Acquisition and Placing(4)

£350 million

 

(1) Calculated as the Placing Price multiplied by the number of Placing Shares less estimated Placing costs of £5 million.

(2) The pro forma loan to value ratio has been calculated as the ratio of net external debt to the total value of investment, development and trading properties, updated for the 1 November 2010 property valuations and pro forma for the Acquisition and the Placing.

(3) The pro forma Net Asset Value per share (diluted, adjusted) is calculated by dividing the net assets (diluted, adjusted) by the diluted number of shares pro forma for the Acquisition and the Placing.

(4) The approximate headroom in terms of cash and committed facilities following the Acquisition and the Placing (after funding certain items arising as a result of the Acquisition).

 

 

 

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