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Odd Lot Offer Launch Announcement
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 (Registered in England No 7145051)
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
Announcement to shareholders regarding an odd-lot offer (the “Odd-lot Offer”) to facilitate the
reduction in the number of ordinary shareholders holding fewer than 250 ordinary shares in Capital
& Counties Properties PLC (the “Company”) (the “Odd-lot Holders”).
26 October 2012
1 INTRODUCTION
Shareholders are referred to the Annual General Meeting of the Company held on 20 April
2012, at which the shareholders of the Company approved the Odd-lot Offer. The Odd-lot
Offer is being implemented to facilitate a reduction in the number of shareholders in the
Company in an equitable manner.
The Odd-lot Offer is being implemented because 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 hold fewer than 250 ordinary
shares, which in aggregate represents 0.1 per cent of the total number of shares in issue.
The directors attribute the relatively large number of shareholders to the Company’s
history, which includes a demerger from Liberty International PLC in 2010 and the
unbundling of Liberty Life Group in 1999. The Odd-lot Offer will: (i) enable the Company to
decrease the substantial recurring costs of administration relating to the large number of
Odd-lot Holders, including, for example, the costs of printing and distributing financial
statements, circulars and notices; and (ii) enable Odd-lot Holders to exit their shareholding
in an inexpensive manner (i.e. without incurring trading costs) and at a premium to the
market price of the Company’s ordinary shares.
IT IS IMPORTANT TO NOTE THAT ANY SHAREHOLDER WHO WISHES TO REMAIN A
SHAREHOLDER MAY ELECT TO DO SO.
The maximum number of ordinary shares eligible to participate in the Odd-lot Offer is
approximately 800,000, representing 0.1 per cent of the issued share capital of the
Company, as determined on 30 March 2012 (the “First Record Date”). Therefore, if all
eligible Odd-lot Holders participated in the Odd-lot Offer, the maximum cash consideration
payable to such Odd-lot Holders would be approximately £2 million.
2 DETAILS OF THE ODD-LOT OFFER
Odd-lot Holders:
(i) who are recorded on either the UK share register or the SA share register as
holding fewer than 250 ordinary shares at the close of business on the First Record
Date and 9 November 2012 (the “Second Record Date”); or
(ii) in relation to the SA share register only, hold a beneficial interest in fewer 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 Limited
(and that holding is recorded as such in the relevant beneficial shareholder records
maintained by a Central Securities Depository Participant ("CSDP") or a broker) at
the close of business on the First Record Date and the Second Record Date,
will be entitled to participate in the Odd-lot Offer in respect of their ordinary shares.
Under the terms of the Odd-lot Offer, eligible Odd-lot Holders may:
(i) sell their ordinary shares to the Company at the Offer Price (as defined below); or
(ii) retain their ordinary shares.
No Odd-lot Holder shall be entitled to make a partial election in respect of the Odd-lot
Offer. To the extent that an Odd-lot Holder attempts to make a partial election in respect of
the Odd-lot Offer, such Odd-lot Holder shall be deemed to have elected to participate in the
Odd-lot Offer in respect of their entire shareholding without anything further being required.
2.1 Odd-lot Holders who hold ordinary shares on the UK share register
Odd-lot Holders who hold ordinary shares on the UK share register in certificated form and
wish to retain their shareholding must complete a Form of Election (the “Election Form”)
which will be distributed to Odd-lot Holders and return it to the Company’s registrar, Capita
Registrars, to reach them before 12.00 pm on 7 December 2012. Odd-lot Holders who
hold their ordinary shares on the UK share register in certificated form and wish to
participate in the Odd-lot Offer need take no action.
Odd-lot Holders who hold their ordinary shares on the UK share register, either directly or
via a nominee in a CREST account holding fewer than 250 shares (a “CREST Odd-lot
Holder”), will not have their ordinary shares acquired unless they rematerialise their
ordinary shares in order to participate in the Odd-lot Offer. For the purposes of the Odd-lot
Offer, a CREST Odd-lot Holder who rematerialises their ordinary shares into certificated
form between First Record Date and the Second Record Date will be eligible to participate
in the Odd-lot Offer.
If you are an Odd-lot Holder who holds ordinary shares on the UK share register
(other than a CREST Odd-lot Holder) and you do not take any action, your
shareholding will automatically be acquired by the Company under the terms of the
Odd-lot Offer and the proceeds of the sale will be remitted to you.
2.2 Odd-lot Holders who hold ordinary shares on the SA share register
Odd-lot Holders who hold ordinary shares on the SA share register in certificated form and
wish to retain their shareholding must complete a form of election / surrender (the
“Election Form”) which will be distributed to Odd-lot Holders, select the option to retain
their shareholding and return it to the Company’s transfer secretary Computershare
Investor Services (Proprietary) Limited, so as to be received by not later than 12.00pm on
the Odd-lot Offer closing date which is Friday, 7 December 2012. If the transfer secretary
does not receive the completed Election Form in time, that Odd-lot Holder will be deemed
to have chosen to sell their shareholding to the Company under the terms of the Odd-lot
Offer.
Odd-lot Holders who hold their ordinary shares on the SA share register in certificated form
and wish to participate in the Odd-lot Offer must complete the Election Form, select the
option to sell their shareholding and return it and their share certificate(s) to the Company’s
transfer secretary Computershare Investor Services (Proprietary) Limited, so as to be
received by not later than 12.00pm on the Odd-lot Offer closing date which is Friday, 7
December 2012.
If a certificated Odd-lot Holder does not take any action, their shareholding will
automatically be acquired by the Company under the terms of the Odd-lot Offer. However
until such Odd-lot Holder makes a claim and surrenders their share certificate(s), the
money owing to them (being the proceeds of the sale of their Odd-lot holding) will be held
by the Company on their behalf.
If a certificated Odd-lot Holder does not make an election to retain their Odd-lot holding,
their share certificates will no longer be good for trading after the Second Record Date (as
defined above) other than to receive the proceeds of the sale of their Odd-lot holding (at
the Odd-lot Offer price) upon surrender.
In respect of Odd-lot Holders of ordinary shares on the SA share register that have
dematerialised their ordinary shares in the Company with or without "own name"
registration, their CSDP or broker is obliged to contact them in the manner stipulated in the
agreement concluded between the Odd-lot Holder and the CSDP or broker to determine
the choice the Odd-lot Holder wishes to make in terms of the Odd-lot Offer and thereafter
to advise the transfer secretary of such choice in accordance with the Odd-lot Holder's
instructions.
If an Odd-lot Holder's CSDP or broker does not obtain instructions regarding the Odd-lot
Holder's choice, it will be obliged to make an election on behalf of the Odd-lot Holder in
accordance with the instructions contained in the agreement concluded between the Odd-
lot Holder and the CSDP or broker.
An Odd-lot Holder that has dematerialised their ordinary shares in the Company with or
without "own name" registration must not complete the Election Form.
3 OFFER PRICE
The price per ordinary share to be paid to Odd-lot Holders whose ordinary shares are to be
repurchased pursuant to the Odd-lot Offer (the “Offer Price”) will be:
Ordinary shares held on the UK share register: 236.07 pence
Ordinary shares held on the SA share register: 3284.59 cents
The prices have been calculated as set out below:
(i) in the case of ordinary shares held on the UK share register the Offer Price is 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 26 October 2012;
and
(ii) in the case of ordinary shares held on the SA share register the Offer Price is a 5
per cent premium to the volume weighted average price of ordinary shares traded
on the JSE over the five trading days prior to 26 October 2012.
Odd-lot Holders recorded on the UK share register will be paid in Pounds Sterling and
Odd-lot Holders recorded on the SA share register will be paid in Rand.
To receive payment for their ordinary shares pursuant to the Odd-lot Offer, Odd-lot Holders
must remain recorded on the UK or SA share register until the implementation of the Odd-
lot Offer takes effect. For administrative reasons, Odd-lot Holdings which are transferred
between the UK and SA share registers are not eligible to participate in the Odd-lot Offer.
It is expected that payment will be made and/or cheques will be posted on or around 12
December 2012, at the risk of the relevant Odd-lot Holder.
4 FURTHER INFORMATION
A letter containing further information regarding the Odd-lot Offer and a related Election
Form will be sent to eligible Odd-lot Holders. Further information, including details of the
background to and reasons for the Odd-lot Offer can be found on the Company’s website
www.capitalandcounties.com. If you require a hard copy of this information, please call 020
3214 9153.
Shareholders should note that shareholders approved the Odd-lot Offer at the Annual
General Meeting of the Company held on 20 April 2012.
The directors of the Company, in their absolute discretion, reserve the right to withdraw the
proposed Odd-lot Offer at any time.
5 FINANCIAL EFFECTS OF THE ODD-LOT OFFER
As at the First Record Date, the number of ordinary shares eligible to participate in the
Odd-lot Offer was approximately 800,000, representing 0.1 per cent of the issued share
capital of the Company. Therefore, the Odd-lot Offer and the potential buyback of ordinary
shares by the Company pursuant to such Odd-lot Offer is not expected to have a
significant effect on the earnings, headline earnings per ordinary share, net asset value or
tangible net asset value per ordinary share of the Company.
6 TAXATION
Shareholders should take into account the tax implications for them of participating in the
Odd-lot Offer. In order to assist shareholders a general description of the UK and South
African tax treatment of participating in the Odd-lot Offer for certain classes of shareholder
is available on the Company’s website www.capitalandcounties.com. Shareholders who
are in any doubt as to their own tax position should consult their own professional adviser.
7 SALIENT DATES AND TIMES
The salient dates and times are as follows:
Events 2012
First Record Date at the close of business 30 March 2012
Offer Price finalised and announced on RIS and SENS 26 October 2012
Last day to trade for shareholders on the South African branch 2 November 2012
register in order to participate in/be eligible for the Odd-lot Offer
Last day to trade for shareholders on the UK share register in order 6 November 2012
to participate in/be eligible for the Odd-lot Offer
Record Date to determine those Odd-lot Holders entitled to 9 November 2012
participate in the Odd-lot Offer at the close of business (the
“Second Record Date” referred to in the notice of Annual General
Meeting)
Odd-lot Offer Close Date - 12:00 p.m. (SA/UK time) 7 December 2012
Implementation of the Odd-lot Offer takes effect and payment 12 December 2012
commences
Notes:
1. The above dates and times are subject to change. Any changes will be released on RIS and SENS.
2. To be eligible to participate in the Odd-lot Offer, a shareholder must be recorded on either the UK or SA register
as holding fewer than 250 ordinary shares at the close of business on both the First and the Second Record
Date.
3. Odd-lot Holders may not dematerialise or rematerialise their ordinary shares recorded on the South African
branch register between 5 November 2012 and 9 November 2012, both days inclusive.
4. Transfers between the UK and South African share registers of the Company may not take place between 5
November 2012 and 9 November 2012, both days inclusive.
Enquiries
Ruth Pavey, Company Secretary
Telephone +44 20 7297 6283
Sponsor:
Merrill Lynch South Africa (Pty) Limited
Date: 26/10/2012 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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