Wrap Text
Public opening position disclosure by a party to an offer
CAPITAL & REGIONAL PLC
(Incorporated in the United Kingdom)
(UK company number 01399411)
LSE share code: CAL JSE share code: CRP
LEI: 21380097W74N9OYF5Z25
ISIN: GB0001741544
(“Capital & Regional”)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
1. KEY INFORMATION
(a) Full name of discloser: Capital & Regional plc
(b)Owner or controller of interests and short positions
disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient.
For a trust, the trustee(s), settlor and beneficiaries must be
named.
(c) Name of offeror/offeree in relation to whose relevant Capital & Regional plc
securities this form relates:
Use a separate form for each offeror/offeree
(d)Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 24 September 2019
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser NO
making disclosures in respect of any other party to the If YES, specify which:
offer?
If it is a cash offer or possible cash offer, state “N/A”
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the
offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the
disclosure relates
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or NIL 0 NIL 0
controlled:
(2) Cash-settled derivatives: NIL 0 NIL 0
(3) Stock-settled derivatives (including NIL 0 NIL 0
options) and agreements to
purchase/sell:
TOTAL: NIL 0 NIL 0
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase
or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be
disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which NIL
subscription right exists:
Details, including nature of the rights NIL
concerned and relevant percentages:
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER
MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors’ and other
employee options) of any person acting in concert with the party to the offer making the disclosure:
(a) Interests of directors of Capital & Regional plc in Capital & Regional plc's ordinary
shares of 1pence each
Name Number of ordinary shares of 1 Percentage of total issued share
pence each capital (%) (excluding any shares
held under option)
Hugh Scott-Barrett 3,540,000 0.49
Lawrence 79,790 0.01
Hutchings
Stuart Wetherly 229,956 0.03
Tony Hales 600,000 0.08
Wessel Hamman - -
Ian Krieger 103,133 0.01
Louis Norval* 135,913,866 18.71
Laura Whyte 78,852 0.01
* The total beneficial interest of Louis Norval is held by Louis Norval and his associates.
(b) Details of awards granted to the directors of Capital & Regional plc outstanding
Name Description of Date of Grant Number of ordinary shares of
Award 1 pence each subject to the
outstanding awards
Hugh Scott-Barrett LTIP 23 August 2016 283,068*
Hugh Scott-Barrett DBSP 23 May 2017 225,040
Lawrence LTIP 19 April 2017 1,260,504*
Hutchings
Lawrence LTIP 18 April 2018 1,429,906*
Hutchings
Lawrence DBSP 12 April 2019 56,361
Hutchings
Stuart Wetherly LTIP 14 August 2014 61,242
Stuart Wetherly LTIP 23 August 2016 226,890*
Stuart Wetherly LTIP 19 April 2017 238,757*
Stuart Wetherly LTIP 18 April 2018 273,813*
*Maximum possible award. Actual vesting subject to achievement of relevant performance criteria at end
of performance period.
(c) Interests in ordinary shares of Capital & Regional plc held by other concert parties of
Capital & Regional Plc
Name Number and position in Percentage of total
respect of ordinary issued share capital (%)
shares of 1 pence each
J.P. Morgan Chase Bank (Custody) 11 0.00
(d) Interests in ordinary shares of Capital & Regional plc held by Capital & Regional
Employee Share Option Trust
Name Number and position in Percentage of total
respect of ordinary issued share capital (%)
shares of 1 pence each
Capital & Regional Employee Share option 224,274 0.03
Trust
Lancaster Court (Hove) Limited 41,945 0.01
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase
or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be
disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or
informal, relating to relevant securities which may be an inducement to deal or refrain from dealing
entered into by the party to the offer making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements,
arrangements or understandings, state “none”
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to
the offer making the disclosure, or any person acting in concert with it, and any other person
relating to:
(i) the voting rights of any relevant securities under any option; or
(ii)the voting rights or future acquisition or disposal of any relevant securities to which any
derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 25 September 2019
Contact name: Stuart Wetherly
Group Finance Director
Telephone number: +44 (0)20 7932 8000
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure
requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
25 September 2019
JSE sponsor
Java Capital
Date: 25/09/2019 04:00:00
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