Wrap Text
CSO - Capital Shopping Centres Group Plc - Announcement of No Intention to
Make a Firm Offer CSC Continues to Recommend Revised Trafford Centre
Acquisition
CAPITAL SHOPPING CENTRES GROUP PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: CSO
Capital Shopping Centres Group PLC
11 January 2011
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
Simon Property Group - Announcement of No Intention to Make a Firm Offer
CSC Continues to Recommend Revised Trafford Centre Acquisition
Capital Shopping Centres Group PLC (the "Company" or "CSC") notes the
announcement by Simon Property Group, Inc. ("Simon") released earlier today
stating that it does not intend to make an offer for the Company.
The Board of CSC continues to recommend that CSC shareholders vote in favour
of the revised Trafford Centre acquisition, the terms of which were announced
on 7 January 2011 (the "Revised Acquisition"), at the Extraordinary General
Meeting which is to be held at 4pm on 26 January 2011 at One Whitehall Place,
Westminster, London, SW1A 2EJ (the "Adjourned EGM"). Shareholders will be
sent further information and instructions shortly regarding the Adjourned
EGM.
In May 2010, Liberty International demerged its non-shopping centre
activities and renamed itself Capital Shopping Centres Group PLC, to enable
CSC to pursue a clear strategy as the leading owner, manager and developer of
pre-eminent UK regional shopping centres. The Revised Acquisition is
absolutely in line with this stated intention. It is a very rare opportunity
to acquire 100 per cent. of a pre-eminent UK out-of-town regional shopping
centre and is expected to:
- strengthen CSC`s position as the leading operator of pre-eminent UK
regional shopping centres and enhance the overall quality of the
portfolio. After completing the Revised Acquisition, CSC will own
fourteen UK shopping centres, including ten of the top 25 and four of
the top six out-of-town shopping centres;
- increase significantly CSC`s presence in the key North West regional
retail market, alongside Manchester Arndale;
- enhance further the attractiveness of CSC`s portfolio to retailers;
provide an opportunity to combine management and best practices across
CSC and The Trafford Centre including, for example, adding features from
The Trafford Centre`s successful leisure and catering offering to CSC`s
portfolio;
- provide significant asset management opportunities to grow ERV at The
Trafford Centre with an estimated GBP50 million of investment
opportunities already identified; and
- enhance further the overall financial position of CSC with the addition
of The Trafford Centre`s high-quality income stream and long-dated CMBS
debt, which will extend CSC`s average debt maturity. The annual
amortisation of the Trafford Centre debt is a repayment of principal and
does not impact on operating cash flow.
The Revised Acquisition is accretive to CSC`s NAV per share and represents an
implied discount of 4.5 per cent. to The Trafford Centre independent external
valuation of GBP1.65 billion at 1 November 2010.
Peel`s confidence in the future value creation strategy of CSC is clearly
demonstrated since Peel is investing further capital in the Company as part
of the transaction. Peel`s objective is to be a long-term supportive
shareholder in CSC. John Whittaker will become Deputy Chairman and a non-
executive Director of the Company, contributing considerable expertise to the
Board. CSC looks forward to the contribution of expertise and complementary
skills from Peel to enhance further CSC`s prospects, combining best practices
across CSC and The Trafford Centre and the management of shopping centres as
destinations in their own right.
The CSC Board, which has been so advised by Merrill Lynch International and
UBS Limited, considers the Revised Acquisition to be in the best interests of
Shareholders as a whole. In providing advice to the Board, Merrill Lynch
International and UBS Limited have taken into account the Board`s commercial
assessments. Accordingly, the CSC Board unanimously recommends that CSC
shareholders vote in favour of the Revised Acquisition at the Adjourned EGM,
as the CSC Directors intend to do in respect of their own beneficial
shareholdings amounting in aggregate to 11,569,996 CSC Ordinary Shares,
representing approximately 1.7 per cent. of the existing issued ordinary
share capital of CSC.
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
BofA Merrill Lynch +44 (0)20 7628 1000
Simon Mackenzie-Smith
Simon Fraser
Noah Bulkin
UBS Investment Bank +44 (0)20 7567 8000
Hew Glyn Davies
Jonathan Bewes
Liam Beere
Merrill Lynch International, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for CSC and no one else in relation
to the matters referred to in this announcement 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 contents of this
announcement.
UBS Limited is acting exclusively for CSC and no one else in relation to the
matters referred to in this announcement 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 contents of this announcement.
This announcement does not constitute a prospectus or prospectus equivalent
document.
This announcement has been prepared for the purposes of complying with
English law and the City Code on Takeovers and Mergers (the "Code") and the
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
of jurisdictions outside the United Kingdom.
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 release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
This announcement contains statements about the Company that are or may be
forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or
that include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward looking
statements. Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of the Company`s operations; and (iii) the
effects of government regulation on the Company`s business. Such forward
looking statements involve risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those projected
or implied in any forward looking statements. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as to the date hereof. The Company
disclaims any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Dealing Disclosure Requirements
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 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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
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.
General
A copy of this announcement will be made available, free of charge, at
www.capital-shopping-centres.co.uk/investors/shareholder_info, later today.
You may request a hard copy of this announcement, free of charge, by
contacting Capita Registrars Limited at 34 Beckenham Road, Beckenham, Kent
BR3 4TU. You may also request that all future documents, announcements and
information to be sent to you in relation to the Revised Acquisition should
be in hard copy form.
Capitalised terms used in this announcement but not defined herein shall have
the meaning attributed to them in the announcement released by the Company at
7:00 a.m. on 25 November 2010 in connection with the Trafford Centre
acquisition.
11 January 2011
Sponsor:
Merrill Lynch SA (Pty) Limited
Date: 11/01/2011 12:58:01 Supplied by www.sharenet.co.za
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