Wrap Text
Response to possible cash offer for the Company
PRESS RELEASE
Capital & Counties Properties PLC
(Incorporated and registered in the United Kingdom and Wales with registration Number 07145041
and registered in South Africa as an external company with Registration Number 2010/003387/10)
JSE code: CCO
ISIN: GB00B62G9D36
CAPITAL & COUNTIES PROPERTIES PLC (the “Company”)
21 October 2019
LEI: 549300TTXXZ1SHUI0D54
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 OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
CAPITAL & COUNTIES PROPERTIES PLC (“Capco”)
Response to possible cash offer for the Company
The Board of Capco has noted the announcement by Candy Ventures that it is in the early stages of
considering a possible cash offer for the Company. At this stage there has been no approach made to the
Company by Candy Ventures or any other party.
The Board has full confidence in the Company’s strategy and management to continue to deliver significant
shareholder value. The Company is well advanced in executing the separation of its two prime central
London estates Covent Garden and Earls Court.
On 20 October 2019, the Company entered into a short period of exclusivity with an entity established by
Delancey, on behalf of its client fund and APG, in relation to the possible sale of Earls Court. The Board
continues to focus on maximising shareholder value.
At this stage the Board recommends shareholders take no action. A further announcement will be made
when appropriate.
-END-
Enquiries
Capital & Counties Properties PLC
Ian Hawksworth Chief Executive +44 (0)20 3214 9188
Situl Jobanputra Chief Financial Officer +44 (0)20 3214 9183
Sarah Corbett Head of Investor Relations +44 (0)20 3214 9165
Media enquiries
Sarah Hagan Director of Communications +44 (0)20 3214 9185
UK: Tulchan Jessica Reid +44 (0)20 7353 4200
Hudsen Sandler Michael Sandler +44 (0)20 7796 4133
SA: Instinctif Frederic Cornet +27 (0)11 447 3030
Rothschild & Co (Financial Adviser)
Alex Midgen 020 7280 5000
Peter Everest 020 7280 5000
BofA Merrill Lynch (Financial Adviser and Corporate Broker)
Simon Mackenzie Smith 020 7628 1000
Ed Peel 020 7628 1000
UBS (Financial Adviser and Corporate Broker)
Hew Glyn Davies 020 7567 8000
Jonathan Retter 020 7567 8000
JSE Sponsor
Merrill Lynch South Africa (Pty) Limited
Person responsible
The person responsible for arranging the release of this announcement is Ruth Pavey, Company Secretary.
In accordance with Rule 2.6(a) of the Code, Candy Ventures is required, by not later than 5.00 p.m. on 18
November 2019, to either announce a firm intention to make an offer for the Company in accordance with
Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company, in which case
the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can
be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the
Code.
Notes to Editors
About Capital & Counties Properties PLC (Capco)
Capital & Counties Properties PLC is one of the largest investment and development property companies
that specialises in central London real estate and is a constituent of the FTSE-250 Index. Capco's landmark
London estates at Covent Garden and Earls Court were valued at £3.2 billion as at 30 June 2019 (Group
share). The company is listed on the London Stock Exchange and the Johannesburg Stock Exchange.
www.capitalandcounties.com
Disclosure requirements of 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 an offeree company or of any securities exchange offeror (being any offeror other than an
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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 securities exchange 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 offeree company and (ii) any securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange 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 offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree company or of any securities
exchange 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 offeree
company and (ii) any securities exchange 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 an offeree company or a securities exchange
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 offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree 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 offeree and offeror companies 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. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638
0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain
restrictions relating to persons resident in restricted jurisdictions) at www.capitalandcounties.com by no
later than 12 noon (London time) on the business day following the date of this announcement. The content
of the website referred to in this announcement is not incorporated into and does not form part of this
announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, Capco confirms that as at the close of business on 18 October
2019 its issued share capital consisted of 854,083,490 ordinary shares of 25p pence each. The
International Securities Identification Number for Capco’s ordinary shares is GB00B62G9D36.
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or
otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full
terms and conditions of any offer, including details of how it may be accepted. The distribution of this
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announcement in jurisdictions other than the United Kingdom and the availability of any offer to
shareholders of Capco who are not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United
Kingdom or shareholders of Capco who are not resident in the United Kingdom will need to inform
themselves about, and observe any applicable requirements.
Notice related to financial advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for Capco and for no one else in connection
with the subject matter of this announcement and will not be responsible to anyone other than Capco for
providing the protections afforded to its clients or for providing advice in connection with the subject matter
of this announcement.
Merrill Lynch International (“BofA Merrill Lynch”), a subsidiary of Bank of America Corporation, is acting
exclusively for Capco in connection with the matters set out in this announcement and for no one else and
will not be responsible to anyone other than Capco for providing the protections afforded to its clients or for
providing advice in relation to the matters set out in this announcement.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority
in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the
Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the UK. UBS
AG London Branch is acting as financial adviser to Capco and no one else in connection with the matters
set out in this announcement. In connection with such matters, UBS, its affiliates, and its or their respective
directors, officers, employees and agents will not regard any other person as its client, nor will it be
responsible to any other person for providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any other matter referred to herein.
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Date: 21/10/2019 11:10:00
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