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CCO - Capital & Counties Properties PLC - Annual financial report 2011,
Notice of 2012 Annual General Meeting, scrip dividend scheme booklet and
proposed odd-lot offer
Capital & Counties Properties PLC
Incorporated and registered in England 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" or the "Company")
ANNUAL FINANCIAL REPORT 2011, NOTICE OF 2012 ANNUAL GENERAL MEETING, SCRIP
DIVIDEND SCHEME BOOKLET AND PROPOSED ODD-LOT OFFER
Capital & Counties Properties PLC has today published the following
documents:
- Annual Report for the year ended 31 December 2011 ("Annual
Report");
- Notice of 2012 Annual General Meeting ("Notice"); and
- Scrip Dividend Scheme Booklet ("Booklet").
All documents are available electronically on the Company`s website at
www.capitalandcounties.com and will be posted to those Shareholders (as
defined below) who have requested to receive information in hard copy on
Friday, 16 March 2012. Shareholders who have elected to receive shareholder
information electronically will be notified that these documents are
available on the Company`s website.
In compliance with LR 9.6.1 copies of all the above documents have been
submitted to the National Storage Mechanism for submission to the UK Listing
Authority and will shortly be available for inspection at:
www.Hemscott.com/nsm.do.
Attention is drawn to the Company`s Audited Preliminary results which were
published on 29 February 2012. In accordance with DTR 6.3.5, information has
been extracted from the Annual Report and is included in the Audited
Preliminary Results which were released on 29 February 2012. This
constitutes the material required by DTR 6.3.5 to be communicated to the
media in unedited full text through a Regulatory Information Service.
The annual general meeting of the Company ("Annual General Meeting") will be
held at The Institute of Directors, 116 Pall Mall, London SW1Y 5ED United
Kingdom, at 11.00am London Time on Friday, 20 April 2012.
PROPOSED ODD-LOT OFFER
1. Introduction
As part of the business of the Annual General Meeting, the Board of Directors
of Capital & Counties ("Directors") are seeking authority from the holders of
the ordinary issued share capital of the Company ("Ordinary Shares")
("Shareholders"), to grant them the authority to implement an odd-lot offer
("Odd-lot Offer") at any time within 18 months from the date of the Annual
General Meeting.
The actual timing for, and implementation of the proposed Odd-lot Offer will
be decided by the Directors and will be at their sole discretion.
2. Rationale for the Odd-lot Offer
As a result of the unbundling of Liberty International PLC from Liberty Life
Group in 1999 and following the demerger from Liberty International PLC in
2010, Capital & Counties inherited a significant shareholder base. Currently,
the Company has an unusually large number of Shareholders for a company of
its size, with a total of more than 23,000 Shareholders. Of this number,
approximately 49 per cent. are small Shareholders who hold fewer than 250
Ordinary Shares, which in aggregate represents 0.1 per cent. of the total
number of Ordinary Shares in issue.
In order to facilitate an inexpensive method for minority Shareholders in
Capital & Counties to realise their investment in the Company, the Directors
are considering the implementation of the proposed Odd-lot Offer to
Shareholders who hold fewer than 250 Ordinary Shares. Under the terms of the
proposed Odd-lot Offer, minority shareholders who qualify to participate in
the proposed Odd-lot Offer will be able to have their Odd-lots (as defined
below) bought back by the Company at an Offer Price (as defined below) which
will be at a premium to the market price per Capital & Counties Ordinary
Share and will not incur any transaction costs as part of such buy-back. In
carrying out the proposed Odd-lot Offer, the Company will also be able to
reduce the substantial and ongoing costs of administration connected with a
large number of Shareholders. The Directors believe that the proposed Odd-lot
Offer would be to the benefit of Shareholders as a whole and will facilitate
a reduction in the number of Shareholders in the Company in an equitable
manner. It is important to note that any Shareholder holding fewer than 250
Ordinary Shares, who wishes to remain a Shareholder, may elect to do so.
3. Salient Terms of the proposed Odd-Lot Offer
Shareholders who are Odd-lot Holders (as defined below) on 30 March 2012 (the
"First Record Date") and who remain Odd-lot Holders on the record date once
the Odd-lot Offer is declared (the "Second Record Date") will be entitled to
participate in the proposed Odd-lot Offer in respect of their Odd-lots.
Shareholders who become Odd-lot Holders between the First Record Date and the
Second Record Date will not be entitled to participate in the proposed Odd-
lot Offer.
Odd-lot Holders will be those Shareholders who:
(i) are recorded on either the United Kingdom ("UK") Register or the South
African ("SA") Register as holding, in aggregate, less than 250 Ordinary
Shares; or
(ii) in relation to the SA Register only, hold a beneficial interest in less
than 250 Ordinary Shares through a member where such member holds such
Ordinary Shares as a nominee in accordance with the rules and procedures
of Strate (and that holding is recorded as such in the relevant
beneficial Shareholder records maintained by a CSDP or broker)("Odd-lot"
or "Odd-lot Holding")("Odd-lot Holders").
Holdings of Ordinary Shares either (i) in certificated and uncertificated
form or (ii) on different registers will be treated as separate holdings for
the purposes of determining whether Shareholders will be entitled to
participate in the proposed Odd-lot Offer. Persons who are direct clients of
CSDPs or brokers and are either registered Shareholders or hold their
Ordinary Share interests directly through a Strate approved nominee and are
recorded as holding less than 250 Ordinary Shares on the records maintained
by such CSDPs or brokers as at both record dates, will be entitled to
participate in the proposed Odd-lot Offer. Persons who are not recorded
directly on the records maintained by such CSDPs or brokers and are neither
registered shareholders nor hold their Ordinary Share interests directly
through a Strate approved nominee, but who may otherwise hold a beneficial
interest in Ordinary Shares indirectly through such CSDPs or Brokers, will
not be entitled to participate in the proposed Odd-lot Offer.
In terms of the proposed Odd-lot Offer, Odd-lot Holders will be offered the
opportunity to:
- sell their Odd-lot Holdings at the Offer Price; or
- retain their Odd-lot Holdings.
The Odd-lot Holdings of Shareholders who either:
(i) elect to sell their Odd-lot Holdings; or
(ii) do not make an election under the Odd-lot Offer,
will be acquired by the Company at the Offer Price. However, due to the
constraints of the CREST system, Odd-lot Holders who hold their Ordinary
Shares, either directly or via a nominee, in CREST will not have their
Ordinary Shares acquired unless they rematerialise their Ordinary Shares by
the record date and do not elect to retain their Odd-lot Holding.
4. Offer Price
If the proposed Odd-lot Offer is made, the Offer Price will:
(i) in the case of Ordinary Shares held on the UK Register, be a 5 per cent.
premium to the volume weighted average price of Ordinary Shares traded
on the London Stock Exchange over the five trading days prior to the
date on which the Offer Price is finalised; and
(ii) in the case of Ordinary Shares held on the SA Register, be a 5 per cent.
premium to the volume weighted average price of Ordinary Shares traded
on the JSE Limited over the five trading days prior to the date on which
the Offer Price is finalised,
in each case as determined by the Directors ("Offer Price").
The Offer Price will be published on SENS and on a RIS on the day it is
finalised.
5. Salient Dates and Times
The salient dates and times in respect of the Annual General Meeting and for
the purposes of participation in the proposed Odd-lot Offer are as follows:
Event 2012
Posting of circular and Notice of Annual Friday, 16 March
General Meeting, on
First Last Day to Trade in order to Friday, 23 March
participate in the proposed Odd-lot Offer, on
First Record Date in order to participate in Friday, 30 March
the proposed Odd-lot Offer, on
Last day for the submission of proxy forms Wednesday, 18
for the Annual General Meeting at 11:00am, on April
Annual General Meeting at 11:00am, on Friday, 20 April
Notes:
1. These dates and times (London Time) are subject to change. Any material
changes will be published on SENS and a RIS.
2. SA Shareholders should note that share certificates may not be
dematerialised or rematerialised between Monday, 26 March 2012 and Friday, 30
March 2012, both days inclusive.
A detailed timetable, including the date of the Second Record Date, for the
implementation of the proposed Odd-lot Offer will be communicated to
Shareholders in the event that the proposed Odd-lot Offer is made. The
Directors shall be able to determine the details of such timetable at their
sole discretion.
6. Conditions Precedent
The implementation of the proposed Odd-lot Offer is subject to the passing of
relevant resolutions to be proposed at the Annual General Meeting of
Shareholders, including resolutions to:
- amend the articles of association of the Company to give the
Company the authority to repurchase the Odd-lots;
- authorise the Directors to make the Odd-lot Offer at any time
during the next 18 months; and
- authorise Directors to make an off-market purchase of shares in
order to implement the Odd-lot Offer.
7. Directors` Recommendation
The Board considers that the proposed Odd-lot Offer would be in the best
interests of the Company and its Shareholders as a whole and unanimously
recommends that Shareholders vote in favour of the relevant resolutions to be
proposed at the Annual General Meeting.
14 March 2012
For enquiries:
Capital & Counties
Properties PLC:
Ruth Pavey, Company Tel: 020 7297 6283
Secretary
Sponsor:
Merrill Lynch SA (Pty) Limited
Legal Counsel:
Linklaters LLP
Webber Wentzel
Transfer secretaries (South African):
Computershare Investor Services (Pty) Ltd
UK Registrar:
Capita Registrars
About Capital & Counties Properties PLC (Capco):
Capco 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 holds 3.2 million square feet of assets valued at
GBP1.6 billion (31 December 2011) in three landmark London estates: Covent
Garden, which has assets valued at GBP808 million, including the historic
Market Building; Earls Court & Olympia Group and 50% of the Empress State
building in Earls Court amounting to aggregate property assets of GBP574
million; and the Great Capital Partnership, a joint venture with Great
Portland Estates, which holds prime West End properties of which Capco`s
share is GBP241 million. Capco is listed on the London Stock Exchange and the
JSE, Johannesburg.
Date: 14/03/2012 16:30:01 Supplied by www.sharenet.co.za
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