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Results of placing
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
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN
Capital & Counties Properties PLC
Results of Placing
19 September 2012
Capital & Counties Properties PLC ("Capco" or the "Company") is pleased to announce the successful
completion of the placing announced earlier today (the "Placing").
A total of 68,400,000 new ordinary shares of 25 pence each in Capco (the "Placing Shares") have been
placed by UBS Limited and BofA Merrill Lynch, raising gross proceeds of approximately £149.1 million.
Sterling Placing Shares have been issued at a price of 218 pence per Placing Share and Rand Placing
Shares at a price of 29.21 Rand per Placing Share. The Placing Shares being issued represent, in
aggregate, approximately 9.99 per cent. of Capco's issued ordinary share capital prior to the Placing.
The issue price of the Sterling Placing Shares represents a discount of 1.1% to the closing share price
on 18 September 2012.
The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing
ordinary shares of 25 pence each in the capital of the Company including the right to receive all future
dividends and distributions declared, made or paid.
Application will be made for admission of the Placing Shares to the Official List of the Financial
Services Authority and to trading on the London Stock Exchange's main market for listed securities
("UK Admission"). 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
admission and listing of the Placing Shares on the London Stock Exchange and the Johannesburg Stock
Exchange will become effective on 27 September 2012.
The Placing is conditional, inter alia, upon UK Admission becoming effective and the Rand Placing is
conditional upon South African exchange control approval. It is anticipated that the settlement date
will be 27 September 2012.
Capitalised terms used but not defined in this announcement have the same meanings as set out in
the placing announcement of the Company released at 7.00 a.m. (BST) on the date hereof.
UBS Limited and BofA Merrill Lynch acted as joint bookrunners, financial advisers and corporate
brokers in connection with the Placing. Rothschild acted as joint financial adviser to the Company.
BNP Paribas and HSBC acted as joint co-lead managers in connection with the Placing.
For further information please contact:
Capital & Counties Properties PLC
Ian Hawksworth Chief Executive +44 (0)20 3214 9188
Soumen Das Finance Director +44 (0)20 3214 9183
UBS Investment Bank +44 (0)20 7567 8000
Hew Glyn Davies
Fergus Horrobin
Christopher Smith
BofA Merrill Lynch +44 (0)20 7628 1000
Simon Mackenzie Smith
Rupert Hume-Kendall
Ed Peel
Rothschild +44 (0)20 7280 5000
Alex Midgen
Richard Blackwell
BNP Paribas +44 (0)20 7595 1000
Ben Canning
HSBC +44 (0)20 7992 2286
John Herbert
Stuart Dickson
Hudson Sandler (UK Public Relations) +44 (0)20 7796 4133
Michael Sandler
Wendy Baker
College Hill (SA Public Relations) +27 (0)11 447 3030
Nicholas Williams
IMPORTANT NOTICE
This document includes statements that are, or may be deemed to be, "forward-looking statements",
including within the meaning of Section 27A of the Securities Act and Section 21E of the US Exchange
Act of 1934. These forward-looking statements are based on current expectations and projections
about future events and can be identified by the use of a date in the future or forward-looking
terminology, including, but not limited to, the terms “may”, "believes", "estimates", "plans", “aims”,
“targets”, "projects", "anticipates", "expects", "intends", "will", “could” or "should" or, in each case,
their negative or other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts and include statements regarding Capco’s intentions,
beliefs or current expectations. They are not guarantees of future performance. By their nature,
forward-looking statements involve risk and uncertainty because they relate to future events and
circumstances. A number of factors could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements. Any forward-looking statements
in this document reflect Capco’s view with respect to future events as at the date of this document
and are subject to risks relating to future events and other risks, uncertainties and assumptions
relating to Capco’s operations, results of operations, financial condition, growth, strategy, liquidity
and the industry in which Capco operates. No assurances can be given that the forward-looking
statements in this document will be realised. Neither Capco nor the joint bookrunners undertake any
obligation nor do they intend to revise or update any forward-looking statements in this document to
reflect events or circumstances after the date of this document (except, in the case of Capco, to the
extent required by the FSA, the London Stock Exchange or by applicable law, the Listing Rules or the
Disclosure and Transparency Rules or by the listing requirements of the JSE). None of the future
projections, expectations, estimates or prospects in this document should be taken as forecasts or
promises nor should they be taken as implying any indication, assurance or guarantee that the
assumptions on which such future projections, expectations, estimates or prospects have been
prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the document. As
a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance
on these forward-looking statements as a prediction of actual results or otherwise.
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.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell,
issue, or acquire, or the solicitation of an offer to buy, sell, issue, or acquire any securities in any
jurisdiction, nor shall there be any sale of securities in any jurisdiction, in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. In particular, this Announcement does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United
States, Australia, Canada or Japan.
This document may not be distributed, directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the District of Columbia), Australia,
Canada or Japan or any other jurisdiction where to do so would constitute a violation of the relevant
securities law of such jurisdiction. The distribution of this document in other jurisdictions may be
restricted by law, and persons into whose possession this document comes should inform themselves
about, and observe, any such restrictions.
The securities mentioned herein have not been and will not be registered under the US Securities Act
of 1933, as amended (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 absent registration or 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.
Note to US QIBs: The Company may be classified a “passive foreign investment company” (PFIC) for
the current taxable year and may be classified as a PFIC in one or more future taxable years. U.S.
investors should take their own tax advice accordingly.
This Announcement has been issued by, and is the sole responsibility of, the Company. Neither UBS
Limited, Merrill Lynch International nor any of their respective affiliates, parent undertakings,
subsidiary undertakings or subsidiaries of their parent undertakings (such entities together, “UBS”
and "Merrill Lynch International", respectively) or any of their respective directors, officers,
employees or advisers or any other person accepts any responsibility whatsoever and makes no
representation or warranty, express or implied, for or in respect of the contents of this
announcement and, without prejudice to the generality of the foregoing, no responsibility or liability
is accepted by any of them for any such information or opinions or for any errors or omissions.
UBS is acting exclusively for Capco and no one else in connection with the Placing, UK Admission and
SA Admission and will not regard any other person (whether or not a recipient of this document) as a
client in relation to the Placing, UK Admission and SA Admission 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 Placing, UK Admission, SA Admission or any transaction, arrangement or other matter
referred to in this document.
Merrill Lynch International (“BofA Merrill Lynch”), 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 Capco and no one else in connection with the Placing, UK Admission and
SA Admission and will not regard any other person (whether or not a recipient of this document) as a
client in relation to the Placing, UK Admission and SA Admission 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 Placing, UK Admission, SA Admission or any transaction, arrangement or other matter
referred to in this document.
N M Rothschild & Sons Limited (“Rothschild”), which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Capco and no one else in connection with the Placing, UK
Admission and SA Admission and will not regard any other person (whether or not a recipient of this
document) as a client in relation to the Placing, UK Admission and SA Admission 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 Placing, UK Admission, SA Admission or any transaction,
arrangement or other matter referred to in this document.
BNP Paribas is acting exclusively for Capco and no one else in connection with the Placing, UK
Admission and SA Admission and will not regard any other person (whether or not a recipient of this
document) as a client in relation to the Placing, UK Admission and SA Admission 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 Placing, UK Admission, SA Admission or any transaction,
arrangement or other matter referred to in this document.
HSBC Bank plc is acting exclusively for Capco and no one else in connection with the Placing, UK
Admission and SA Admission and will not regard any other person (whether or not a recipient of this
document) as a client in relation to the Placing, UK Admission and SA Admission 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 Placing, UK Admission, SA Admission or any transaction,
arrangement or other matter referred to in this document.
The Placing Shares will be regarded as approved inward listed instruments for South African Exchange
Control purposes.
The price of shares and the income from them may go down as well as up and investors may not get
back the full amount invested on disposal of the shares.
Sponsor: Merrill Lynch South Africa (Pty) Ltd
Date: 19/09/2012 01:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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