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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
Results of Placing
14 May 2014
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 75,900,000 new ordinary shares of 25 pence each in Capco (the "Placing Shares") have been
placed by UBS Limited, BofA Merrill Lynch and Oriel Securities (the “Joint Bookrunners”), raising gross
proceeds of approximately £258 million. Sterling Placing Shares have been issued at a price of 340
pence per Placing Share and Rand Placing Shares at a price of 59.10 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 2.6% to the closing share price on 13 May 2014.
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 (including the 2013 final dividend).
Application will be made for admission of the Placing Shares to the Official List of the Financial
Conduct 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 (“SA Admission”). 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 21 May 2014.
The Placing is conditional upon, inter alia, UK Admission becoming effective. The Placing is also
conditional upon the placing agreement between the Company and the Joint Bookrunners not being
terminated. The Rand Placing is conditional upon South African exchange control approval.
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.
In connection with the Placing, UBS Limited and BofA Merrill Lynch are acting as joint bookrunners
and joint corporate brokers, Oriel Securities is acting as joint bookrunner, Rothschild is acting as
financial adviser, and BNP Paribas and HSBC are acting as joint co-lead managers.
Sponsor
Merrill Lynch South Africa (Pty) Ltd
For further information please contact:
Enquiries
Capital & Counties Properties PLC:
Ian Hawksworth Chief Executive +44 (0)20 3214 9188
Soumen Das Finance Director +44 (0)20 3214 9183
Michelle McGrath Head of Investor Relations +44 (0)20 7297 6093
UBS Investment Bank: +44 (0)20 7567 8000
Hew Glyn Davies
Fergus Horrobin
Christopher Smith
Jonathan Retter
BofA Merrill Lynch: +44 (0)20 7628 1000
Simon Mackenzie Smith
Ed Peel
Raj Somchand
Matthew Blawat
Oriel Securities: +44 (0)20 7710 7600
Mark Young
Roger Clarke
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
Media enquiries:
Sarah Hagan Director of Communications +44 (0)20 3214 9185
UK: Hudson Sandler Michael Sandler, Wendy Baker +44 (0)20 7796 4133
SA: Instinctif Frederic Cornet +27 (0) 11 447 3030
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 (such as, amongst others, ERV targets) 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 nor their respective affiliates 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 FCA, 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 does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained in this Announcement or its
accuracy or completeness. This Announcement 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 Announcement 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. Any failure to comply with the above restrictions may
constitute a violation of U.S., Australian, Canadian or Japanese securities laws. The distribution of this
Announcement 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. Any failure
to comply with these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
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 an applicable exemption from the
registration requirements of the US Securities Act and 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. This Announcement may not be released, published or
distributed, directly or indirectly, in whole or in part, in or into 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, Oriel Securities Limited nor any of their respective affiliates,
parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings (such
entities together, “UBS”, "Merrill Lynch International" and “Oriel Securities Limited”, 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 by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in
the United Kingdom, 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 or SA Admission and will not be responsible to anyone
other than Capco for providing the protections afforded to their respective clients or for providing
advice in relation to the Placing, UK Admission, SA Admission, the contents of this Announcement or
any transaction, arrangement or other matter referred to in this document.
Oriel Securities Limited 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.
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.
In connection with the Placing, UBS Limited, Merrill Lynch International, Oriel Securities Limited and
any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase
Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such Placing Shares and other securities of Capco or related investments in
connection with the Placing or otherwise. Accordingly, references in this Announcement to the
Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing or dealing by, UBS Limited,
Merrill Lynch International, Oriel Securities Limited or any of their affiliates acting as investors for
their own accounts. UBS Limited, Merrill Lynch International and Oriel Securities Limited do not
intend to disclose the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so. In addition, UBS Limited, Merrill Lynch International,
Oriel Securities Limited or their respective affiliates may enter into financing arrangements (including
swaps) with investors in connection with which UBS Limited, Merrill Lynch International, Oriel
Securities Limited or their respective affiliates may from time to time acquire, hold or dispose of
Placing Shares.
The Placing Shares will be regarded as approved inward listed instruments for South African Exchange
Control purposes.
The price and value 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. Past performance is not a guide
to future performance. The contents of this Announcement are not to be construed as legal, business
or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial
adviser or tax adviser for legal, financial or tax advice.
Date: 14/05/2014 03:57:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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