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Rule 2.9 disclosure in connection with Capital & Regional plc
VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE share code: VKE NSX share code: VKN
ISIN: ZAE000180865
Debt company code: VKEI
(Granted REIT status with the JSE)
("Vukile" or "the company")
RULE 2.9 DISCLOSURE IN CONNECTION WITH CAPITAL & REGIONAL PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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.
Shareholders are referred to the Vukile cautionary announcement ("Cautionary Announcement") published on
SENS on 23 May 2024 in relation to a potential transaction involving Capital & Regional plc ("Capital & Regional").
In accordance with Rule 2.9 of the The City Code on Takeovers and Mergers (the "Code"), Vukile confirms that as at
the close of business on 22 May 2024 (being the business day prior to the date of the Rule 2.4 announcement), its
issued share capital consisted of 1,104,719,779 ordinary shares of no par value each with voting rights. Accordingly,
the total number of voting rights in the Company is 1,104,719,779. The Company does not hold any shares in treasury.
The International Securities Identification Number (ISIN) of the ordinary shares is ZAE000180865. Vukile was listed
on the JSE Limited on 24 June 2004 (JSE code: VKE) and on the Namibian Stock Exchange on 11 July 2007 (NSX
code: VKN).
This announcement does not constitute a firm intention to make an offer and, accordingly, there can be no certainty
that any offer for Capital & Regional will be made, nor as to the terms on which any offer might be made. Accordingly,
shareholders are referred to the cautionary statement included in the Cautionary Announcement.
In accordance with Rule 2.6(a) of the Code, Vukile must, by not later than 5.00 p.m. on 20 June 2024, either announce
a firm intention to make an offer for Capital & Regional in accordance with Rule 2.7 of the Code or announce that
they do not intend to make an offer for Capital & Regional, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline will be extended only with the consent of Capital &
Regional and the Takeover Panel in accordance with Rule 2.6(c) of the Code.
Further announcements in this regard will be published in due course.
24 May 2024
Financial Advisor and JSE Transaction Sponsor NSX sponsor
Merrill Lynch South Africa t/a BofA Securities IJG Securities (Pty) Ltd
Important information
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or
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 whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and
therefore persons into whose possession this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such
jurisdiction.
Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority ("PRA")
and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting as financial
adviser exclusively for Vukile and for no one else and will not be responsible to anyone other than Vukile for providing
the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.
Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of
BofA Securities in connection with this announcement, any statement contained herein or otherwise.
Website publication
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in
restricted jurisdictions, on Vukile's website (https://www.vukile.co.za/possible-offer-for-capital-regional)
by no later than noon (London time) on the business day following this announcement. The content of this website is
not incorporated into and does not form part of this announcement.
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 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(s), 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.
Date: 24-05-2024 08:00:00
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