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Mall Debt Restructure and Reduction, Launch of Open Offer, Posting of Prospectus and Notice of General Meeting
CAPITAL & REGIONAL PLC
(Incorporated in the United Kingdom)
(UK company number 01399411)
LSE share code: CAL JSE share code: CRP
LEI: 21380097W74N9OYF5Z25
ISIN: GB00BL6XZ716
Mall Debt Restructure and Reduction, Launch of Open Offer, Posting of Prospectus as well as Notice of General Meeting
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, ANY MEMBER OF THE EUROPEAN
ECONOMIC AREA, AUSTRALIA, CANADA, JAPAN OR NEW ZEALAND OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES
LAWS OR REGULATION.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY
TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE
REGULATION (EU) NO. 596/2014 ("MAR") AND THE RETAINED UK LAW VERSION OF MAR
PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI
2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT
AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO SHARES
IN THE COMPANY EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS WHICH IS
TO BE PUBLISHED.
14 October 2021
Capital & Regional plc (LSE: CAL) ("Capital & Regional", the "Company", or the “Group”), the UK
convenience and community focused shopping centre REIT, is pleased to announce that it has reached
an agreement with its lenders to restructure and reduce the debt secured over its four Mall Assets (the
“Mall Facility”) (the “Mall Debt Restructuring”), including the launch of a fully underwritten open offer
to raise £30.0 million (the “Open Offer”).
Lawrence Hutchings, Chief Executive Officer, comments: “We recently announced a set of results
which clearly demonstrate the relevance of our Community Centres Strategy, the underlying strength
of our portfolio and the skills and commitment of our team. Against the backdrop of a positive reopening
of the economy following the disruption caused by the pandemic and increased confidence in our
segment of the retail and services market we have been focusing our resources on generating the
highest returns from our core Mall investment assets while working closely with our lenders towards
both restructuring and reducing the Group’s debt.
“These proposed transactions, which will recapitalise the balance sheet, allow us to achieve just that
and represent a significant and positive step forward for the Group. They will allow us to once again
focus fully on continuing our repositioning and merchandising, while looking at how we can best
leverage the expertise in our platform and, in due course, the reintroduction of cash dividends.”
“I would also like to take this opportunity to thank all of our stakeholders including our lenders, major
shareholders and Growthpoint, as well as our teams, retailer customers and the local communities for
their continued support throughout the challenges that the pandemic has presented.”
Key Highlights
• The Mall Facility currently comprises a £265 million debt facility with RBS and TIAA secured
over the Four Mall Assets, being the Mall Blackburn, the Mall Maidstone, the Mall Wood Green
and the Mall Walthamstow. TIAA currently has a balance outstanding of £165 million and RBS
has a balance outstanding of £100 million.
• Under the terms of the Mall Debt Restructuring, Capital & Regional Holdings Limited (the
“Purchaser”) has agreed to acquire the £100 million of debt outstanding with RBS (the “RBS
Debt”) f or a principal amount of £81 million, representing a discount of £19 million or 19 per
cent.
• The proposed Mall Debt Restructuring will be funded through a combination of:
o TIAA agreeing to acquire from the Purchaser £35 million of the RBS Debt acquired by the
Purchaser increasing its lending secured over the Four Mall Assets from the current £165
million to £200 million (the “TIAA Real Estate Facility Agreement”);
o The raising of £30.0 million through the Open Of fer at an issue price of 56p (the “Issue
Price”) on the pro rata basis of 23 Open Offer Shares f or every 48 Existing Ordinary Shares
held (the “Capital Raising”); and
o Approximately £16.9 million of cash currently held on the Company’s balance sheet (the
“Central Cash”).
• The Capital Raising is being fully underwritten by Growthpoint, the Company’s largest
shareholder.
• The effect of the Mall Debt Restructuring combined with the Capital Raising would be to reduce
the Group’s pro forma net LTV as at 30 September 2021 from 61 per cent. to approximately 50
per cent. on the basis of the Group’s Investment Assets and Central Operations or from 72 per
cent. to 63 per cent. on a total Group basis.
• Under the terms of the Mall Debt Restructuring a waiver of all financial covenants in the Mall
Facility will be provided for two years from the date that the TIAA Real Estate Facility Agreement
becomes effective and further modifications made to cash trap covenants for 18 months from
the date that such agreement becomes effective.
• Assuming rental income returns to a more normalised basis, it is the Company’s objective to
resume, in line with UK REIT requirements, the distribution of cash dividends in respect of the
second half of 2022.
• Completion of the Capital Raising is conditional, amongst other things, upon the approval of
Shareholders at a general meeting of the Company which will take place at 2.00 p.m. on 1
November 2021 at 110 Rochester Row, Westminster, London, SW1P 1JQ (the "General
Meeting").
• Growthpoint which is interested in 58,261,066 Existing Ordinary Shares as at the Latest
Practicable Date (representing 52 per cent. of the Company’s issued ordinary share capital)
has undertaken to the Company to vote or procure that its Nominees vote in favour of all
Resolutions at the General Meeting.
Posting of Prospectus
The Company also confirms that a prospectus, which contains further details regarding the Open Offer
and the Mall Debt Restructuring and a notice convening the General Meeting (the "Prospectus"), will
be posted to Shareholders later today, along with the Application Form (where applicable). The
Prospectus will be available shortly f rom the National Storage Mechanism via
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and also, subject to certain access
restrictions, on the Company's website https://capreg.com/.
Notice of General Meeting
The General Meeting has been convened for 2.00 p.m. UK time on 1 November 2021 at 110 Rochester
Row, Westminster, London, SW1P 1JQ in order to approve the Resolutions to enable, amongst other
things, the Capital Raising.
Investec Bank plc is acting as financial adviser and sponsor and Investec Bank Limited is acting as JSE
sponsor (Investec Bank plc and Investec Bank Limited together, “Investec”). Numis Securities Limited
(“Numis”) is broker to the Company.
There will be a call for analysts at 08.30 a.m. UK time this morning, please contact FTI Consulting using
the details below if you would like to attend.
For further information please contact:
Capital & Regional plc +44 207 932 8000
Lawrence Hutchings, Chief Executive Officer
Stuart Wetherly, Chief Financial Officer
Investec (Financial Adviser, Sponsor and JSE Sponsor) +44 207 597 5970
Charles Barlow / David Anderson / Ben Farrow
Karl Priessnitz / Kyle Rollinson
Numis Securities Limited (Broker) +44 207 260 1000
Ben Stoop / Dipayan Chakraborty
FTI Consulting (Communications Advisory Firm) +44 203 727 1000
Richard Sunderland / Claire Turvey capreg@fticonsulting.com
IMPORTANT NOTICES
This Announcement and the information contained in it is restricted and is not f or release, publication
or distribution, in whole or in part, directly or indirectly into jurisdictions other than the United Kingdom
and South Af rica and may be restricted by law. Persons into whose possession this Announcement
comes should inform themselves about and observe any such restrictions. Any f ailure to comply with
these restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, each of the persons involved in the Capital Raising disclaim any
responsibility or liability for the violation of such restrictions by any person. In particular, copies of this
Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or f rom any jurisdiction where to do so would or might contravene local
securities laws or regulations.
Investec Bank plc, which is authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting as Sponsor and financial adviser in relation to the Capital Raising exclusively for the
Company and no one else in connection with the matters referred to in this Announcement, and will not
be responsible to anyone other than the Company for providing the protections afforded to its clients,
f or the contents of this Announcement or for providing any advice in relation to the Capital Raising, the
contents of this Announcement or any other matter referred to in this Announcement.
Investec Bank Limited, which is authorised and regulated in South Africa by, inter alia, the Financial
Sector Conduct Authority, is acting as JSE Sponsor in relation to the Capital Raising exclusively for the
Company and no one else in connection with the matters referred to in this Announcement, and will not
be responsible to anyone other than the Company for providing the protections afforded to its clients,
f or the contents of this Announcement or for providing any advice in relation to the Capital Raising, the
contents of this Announcement or any other matter referred to in this Announcement .
Numis Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for the Company and no-one else in connection with the Capital
Raising and any other matters ref erred to in this Announcement, and will not regard any other person
as its client in relation to such matters and will not be responsible to anyone other than the Company
f or providing the protections afforded to clients of Numis or for providing advice in relation to the Capital
Raising, the contents of this Announcement or any other matter referred to in this Announcement.
This Announcement is for information purposes only and does no t constitute an offer to sell or an
invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the
Capital Raising or otherwise in any jurisdiction. The Capital Raising is being made solely pursuant to
the terms of the Prospectus which contains the full terms and conditions of the Open Offer, and in the
case of Company shares held in certificated form on the UK Register, the Form of Acceptance. The
terms and conditions of the Open Offer for Company shares held in certificated form on the SA Register
is set out in the Supplementary Information Memorandum. This Announcement includes statements
that are, or may be deemed to be, forward-looking statements. These forward-looking statements can
be identified by the use of forward-looking terminology, including the terms: “anticipates”, “believes”,
“estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “should” or “will”, or, in each case, their
negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this Announcement and include, but are
not limited to, statements regarding the Company’s and/or Directors’ intentions, beliefs or current
expectations concerning, amongst other things, the Group’s results of operations, financial position,
prospects, growth, strategies and expectations for the retail property market. By their nature, forward-
looking statements involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future.
No statement in this Announcement is intended as a profit forecast or estimate for any period.
This Announcement has not been approved by the Financial Conduct Authority or the London Stock
Exchange.
THE FOLLOWING IS AN EXTRACT FROM THE CHAIRMAN'S LETTER
INTRODUCTION
The Company has f or some time been dealing with the challenge of the major structural changes in
the retail industry, which has had a negative impact on the value of the Group’s assets. This industry
wide challenge has been materially exacerbated by the effects of the Covid-19 pandemic accelerating
these underlying longcycle structural shifts in the sector and altering the balance between physical
and online retailing. The measures put in place by the UK Government to manage the pandemic put
significant pressure on the Group’s income as a number of stores in the shopping centres were forced
to close for an extended period of time, leading to a number of retailers withholding rent payments and
a significant reduction in non-contracted revenue including car park income. The combination of these
f actors and continuing negative sentiment to the retail sector have also negatively impacted the value
of the Group’s assets further. This has put significant pressure on the Group’s leverage and
management have been forced in recent financial periods to seek covenant waivers on an ongoing
basis from the Group’s lenders, which have been granted.
The Board continues to believe that the combination of its community centre strategy, which had clear
sight of the structural changes, and focus on local destinations providing non-discretionary goods and
services has never been more relevant. In light of this the Board has sought to stabilise the Group by
focusing its resources on maximising returns from its core Mall investment assets whilst supporting its
managed assets.
The Company announced on 14 October 2021 that it had reached agreement with its lenders and,
Growthpoint, its largest Shareholder, to undertake the Proposed Transaction that will, when
implemented, restructure and reduce the Group’s level of indebtedness significantly strengthening the
Group’s financial position, and allowing management to focus on delivering their strategy and in turn
target delivering positive returns for Shareholders.
The Company’s objective with the proceeds from the Capital Raising is to restructure the existing Mall
Facility. The Mall Facility currently comprises a £265 million debt facility with RBS and TIAA secured
over the Four Mall Assets, being the Mall Blackburn, the Mall Maidstone, the Mall Wood Green and
the Mall Walthamstow. Currently, TIAA has a balance outstanding of £165 million and RBS has a
balance outstanding of £100 million.
Under the terms of the Mall Debt Restructuring Capital & Regional Holdings Limited (the “Purchaser”)
has agreed to acquire the £100 million of debt outstanding with RBS (the “RBS Debt”) f or a principal
amount of £81 million, representing a discount of £19 million or 19 per cent.
The proposed Mall Debt Restructuring will be funded through a combination of:
• TIAA agreeing to acquire f rom the Purchaser £35 million of the RBS Debt acquired by the
Purchaser, increasing its lending secured over the Four Mall Assets f rom the current £165
million to £200 million;
• Proceeds received via the proposed Capital Raising; and
• Approximately £16.9 million of Central Cash held on the Company’s balance sheet.
In addition the Purchaser and Mall LP have agreed they will terminate the interest rate swap held in
connection with the £100 million of debt outstanding with RBS at 81 per cent. of its market value. As
at the Latest Practicable Date the swap was valued at £1.2 million which would equate to a payment
at completion of £1.0 million.
The effect of the Mall Debt Restructuring combined with the Capital Raising would be to reduce the
Group’s pro forma net LTV as at 30 June 2021 from 61 per cent. to approximately 50 per cent. on the
basis of the Group’s Investment Assets and Central Operations or f rom 72 per cent. to 63 per cent.
on a total Group basis.
Under the terms of the Mall Asset Facility Amendment and Restatement Agreement a waiver of all
financial covenants in the Mall Facility will be provided for two years from the date that the Mall Asset
Facility Amendment and Restatement Agreement becomes effective following the Purchaser’s
acquisition of the RBS Debt and TIAA’s acquisition of £35 million of the RBS Debt from t he Purchaser
and various relaxations will also be made to cash trap covenants f or 18 months f rom the date that
such agreement becomes effective.
Assuming, therefore, rental income returns to a more normalised basis, it is the Company’s objective
to return to operating in line with UK REIT requirements and resuming the distribution of cash
dividends in respect of the second half of the financial year ending 2022.
SUMMARY OF TERMS OF THE MALL DEBT RESTRUCTURING
The Group, through its wholly owned limited partnership, the Mall LP, currently has in place the Mall
Facility which is a £265 million debt facility with RBS and TIAA, secured over the Four Mall Assets,
being the Mall Blackburn, the Mall Maidstone, the Mall Wood Green and the Mall Walthamstow. Under
the terms of the Mall Facility, TIAA has a balance outstanding of £165 million and RBS has a balance
outstanding of £100 million. Under the terms of the Mall Debt Restructuring, RBS has agreed to sell
its £100 million share of the Mall Facility (the “RBS Balance”) to Capital & Regional Holdings Limited
(the “Purchase”) for a principal amount of £81 million i.e. at a discount of £19 million. TIAA has agreed
to acquire from the Purchaser of £35 million of the RBS Balance acquired by the Purchaser to partially
f und the purchase of the RBS Balance TIAA will therefore be increasing its total lending to the Group
f rom the current £165 million to £200 million. The remainder of the RBS Balance will be met from
Central Cash and the f unds raised through the Capital Raising.
In addition the Purchaser and Mall LP have agreed to terminate the interest rate swap held in
connection with the £100 million of debt outstanding with RBS at 81 per cent. of its market value. As
at the Latest Practicable Date the swap was valued at £1.2 million which would equate to a payment
at completion of £1.0 million.
As a result of the above steps the Group will have effectively reduced its borrowings on the Four Mall
Assets from £265 million pursuant to the Mall Facility (which will no longer be in place) to £200 million.
The ongoing terms of the Mall Facility Agreement will, on completion of the transactions ref erred to
above be amended and restated in accordance with the Mall Asset Facility Amendment and
Restatement Agreement. Further details of the Mall Asset Facility Amendment and Restatement
Agreement are set out in paragraph 9.3 of Part 9 of the prospectus.
SUMMARY OF TERMS OF THE CAPITAL RAISING
The Capital Raising is being implemented by way of an open offer. The Company is proposing to raise
proceeds of approximately £27.4 million (net of fees, costs and expenses) by way of an open offer of
53,580,237 Open Offer Shares.
Qualifying Shareholders are being given an opportunity to apply for Open Offer Shares at the Issue
Price on the following pro rata basis: 23 Open Of fer Shares at 56 pence each f or every 48 Existing
Ordinary Shares held and registered in their name at the Record Date.
The Issue Price represents a 2.4 per cent. discount to the Closing Price of 57.4 pence per Ordinary
Share as at the Latest Practicable Date.
The Open Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive dividends or distributions made, paid or declared after
the date of issue of the Open Offer Shares, save in respect of any dividend or distribution with a record
date falling before the date of issue of the Open Of fer Shares. The Open Of f er Shares will be
denominated in Sterling.
Subject to various conditions ref erred to below, Growthpoint, the Company’s major shareholder, has
agreed to subscribe in cash at the Issue Price, f or its f ull Open Of fer Entitlements in f ull, being
27,916,761 Open Of f er Shares. Growthpoint has also agreed to underwrite the Capital Raising by
subscribing f or such number of Open Offer Shares as are not taken up by Qualif ying Shareholders
under the Open Of fer. Immediately following completion of the Capital Raising, and if no Open Offer
Shares were taken up by Qualif ying Shareholders under the Open Offer, Growthpoint would hold
approximately 67.6 per cent. of the Enlarged Share Capital.
The aggregate net proceeds of the Capital Raising, after deduction of expenses, are expected to be
approximately £27.4 million.
Applications will be made to: (i) the FCA f or the Open Of f er Shares to be admitted to listing on the
premium segment of the Official List and (ii) an application will be made to the London Stock Exchange
f or the Open
Of f er Shares to be admitted to trading on the Main Market and the JSE for the Open Offer Shares to
be listed and traded on the Main Board of the JSE. It is expected that UK Admission will become
ef f ective and that dealings in the Open Offer Shares will commence on the Main Market at 8.00 a.m.
(London time) on 5 November 2021 and that SA Admission will become effective and that dealings in
the Open Of fer Shares will commence on the Main Board of the JSE at 10.00 a.m. (South African time)
on 5 November 2021.
The Open Of fer Shares will be in registered form and from Admission will be capable of being held in
uncertif icated f orm and title to such shares may be transf erred by means of a relevant system (as
def ined in the CREST Regulations). The Open Of f er Shares will be admitted with the ISIN
GB00BL6XZ716 and SEDOL (Stock Exchange Daily Of f icial List) number BL6XZ71 and LEI
21380097W74N9OYF5Z25, being the same ISIN, SEDOL and LEI under which the Existing Ordinary
Shares are admitted.
The Open Offer
Details of the Open Offer
Under the Open Of f er, 53,580,237 Open Of f er Shares will be made available to Qualif ying
Shareholders at the Issue Price pro rata to their holdings of Existing Ordinary Shares, on the terms
and subject to the conditions of the Open Offer on the basis of:
23 Open Offer Share for every 48 Existing Ordinary Shares
held and registered in their name at the Record Date.
There is no excess application facility in respect of the Open Offer.
Qualif ying Shareholders may apply for any whole number of Open Offer Shares subject to the limit of
their Open Of f er Entitlements. In the case of Qualifying Non-CREST Shareholders, the Open Offer
Entitlements is equal to the number of Open Offer Entitlements as show in Box 1 on their Application
Forms, or in the case of Qualif ying CREST Shareholders, is equal to the number of Open Offer
Entitlements standing to the credit of their stock accounts in CREST.
Shareholders should be aware that the Open Of fer is not a rights issue. As such, Qualif ying Non-
CREST Shareholders should note that their Application Forms are not negotiable documents and
cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer
Entitlements will be admitted to CREST and enabled for settlement, the Open Offer Entitlements will
not be tradeable or listed and applications in respect of the Open Of fer may only be made by the
Qualif ying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.
Open Of fer Shares f or which application has not been made under the Open Offer will not be sold in
the market f or the benefit of those who do not apply under the Open Offer and Qualifying Shareholders
who do not apply to take up their entitlements will have no rights, and will not receive any benefit,
under the Open Offer.
The latest time and date for acceptance and payment in full in respect of the Open Offer will be 11.00
a.m. on 29 October 2021. Valid applications under the Open Of fer will be satisfied in f ull up to an
applicant’s Open Offer Entitlements (rounded down to the nearest whole number).
Details of the entitlements f or Qualif ying Shareholders on the SA Register are set out in the
Supplementary Information Memorandum.
Not all Shareholders will be Qualif ying Shareholders. In particular, Overseas Shareholders who are
located in, or are citizens of, or have a registered office in an Excluded Territory will not qualify to
participate in the Open Offer.
The terms and conditions of application under the Open Offer for Qualifying Shareholders on the UK
Register are set out in Part 3 of the prospectus and in the case of Qualif ying Non-CREST
Shareholders, the Application Form. The terms and conditions of application f or Qualif ying
Shareholders on the SA Register are set out in the accompanying Supplementary Inf ormation
Memorandum. These terms and conditions should be read caref ully before an application is made.
Shareholders who are in any doubt about the Open Of fer arrangements should consult their
stockbroker, bank manager, solicitor, accountant or other duly authorised appropriate f inancial
adviser.
Applications under the Open Offer are not subject to any minimum subscription requirement.
To the extent that Open Of f er Shares remain unallocated pursuant to the Open Of f er, they will be
subscribed f or by Growthpoint subject to the terms and co nditions set out in the Underwriting
Agreement.
The Open Of fer Shares will be issued in registered f orm and may be held in either certificated or
uncertif icated f orm. In the case of Open Offer Shares held in uncertificated form, the Articles permit
the holding and transf er of Open Of fer Shares under CREST. CREST is a paperless settlement
procedure enabling securities to be evidenced otherwise than by certificate and transferred otherwise
than by written instrument. The Directors will apply f or the Open Of f er Shares to be admitted to
CREST. The records in respect of Open Offer Shares held in uncertificated form will be maintained by
Euroclear, the Registrar and the Receiving Agent (details of whom are set out on page 33 of the
prospectus).
The transf er of Open Offer Shares out of the CREST system following the Capital Raising should be
arranged directly through CREST. However, an investor’s beneficial holding held through the CREST
system may be exchanged, in whole or in part, only upon the specific request of the registered holder
to CREST f or share certif icates or an uncertif icated holding in def initive registered f orm. If a
Shareholder or transferee requests Open Offer Shares to be issued in certificated form and is holding
such Open Offer Shares outside CREST, a share certificate will be dispatched either to him, her or it
or his, her or their nominated agent (at his, her or its risk) within 21 days of completion of the
registration process or transfer, as the case may be, of the Open Offer Shares. Shareholders holding
def initive certificates may elect at a later date to hold such Open Offer Shares through CREST or in
uncertif icated form provided they surrender their definitive certificates.
Underwriting Arrangements
Subject to the terms and conditions of the Underwriting Agreement, Growthpoint has agreed to
subscribe in cash at the Issue Price, for its full Open Offer Entitlements. Growthpoint has also agreed
to underwrite the Capital Raising by subscribing in cash at the Issue Price for any Open Offer Shares
which remain unallocated pursuant to the Open Offer.
The obligations of Growthpoint under the Underwriting Agreement are subject to certain conditions
including:
(a) the FCA having approved the prospectus for despatch to Shareholders;
(b) the despatch of the prospectus to Shareholders (other than those who the Company determines
are not entitled to receive copies);
(c) the passing (without amendment) of the Capital Raising Resolution at the General Meeting;
(d) an application being made to Euroclear UK & Ireland to admit the Open Offer Shares to CREST;
(e) Admission occuring;
(f) the Government of South Africa or the South Af rican Reserve Bank not imposing exchange
controls which make it unlawful or impossible for Growthpoint to meet its obligations under the
Underwriting Agreement or the Open Offer; and
(g) the agreements for the acquisition of part of the Mall Facility not having been terminated.
Growthpoint can also meet its subscription and underwriting obligations in whole or in part through the
Growthpoint Nominees. Immediately following completion of the Capital Raising, and if no Open Offer
Shares were taken up by Qualif ying Shareholders under the Open Offer, Growthpoint would hold
approximately 67.6 per cent. of the Enlarged Share Capital.
A summary of the principal terms of the Underwriting Agreement is set out in paragraph 9.2 of Part 9
of the prospectus.
Further Information
Further details of the terms and conditions of the Capital Raising, including the procedure for
acceptance and payment are set out in Part 3 of the prospectus and, where relevant, the Application
Form.
BACKGROUND TO AND REASONS FOR THE PROPOSED TRANSACTION
The global Covid-19 pandemic has accelerated the structural changes that were already underway
within the UK retail sector. High street retail has faced a considerable amount of pressure as a result
of the UK’s uncertain macro-economic backdrop and structural changes in retailing driven by
technology, particularly online shopping. This has also been the case in the UK shopping centre
market which is rapidly evolving with increasing polarisation between discretionary f ocused centres,
typically anchored by major department stores with a large f ashion presence and increasingly
entertainment uses, and non-discretionary f ocused centres, such as those owned by the Group,
anchored by grocery, professional and personal services including health and beauty and day-to-day
services. While the Group’s strategic f ocus on non-discretionary goods and services has seen it
perf orm well operationally on a relative basis, the pace of structural change has resulted in continuing
pressure on both revenues and property valuations.
The Covid-19 pandemic has created significant global economic uncertainty and has had a materially
adverse impact across key retail markets. UK retail market spend declined by 3.9 per cent. (£13.5
billion) to £330.5 billion over 2020 and UK GDP f ell by 9.9 per cent. over 2020. Unemployment had
risen to 5.1 per cent. by the end of December 2020, with 3.8 million jobs still on the government job
retention scheme. Home working and stay at home guidance has seen an acceleration in online
shopping, which in 2020 accounted for 26.2 per cent. of retail market share, up from 17.2 per cent. in
2019. 1
However, despite the restrictions on non-essential retail, physical retailing still accounted for 73.8 per
cent., of retail market share in 2020. Food and grocery, a key part of the Group’s community
merchandising and positioning strategy, performed strongly; and retailers with an established and well-
developed omni-channel offer have seen sales growth, providing some mitigation to the reduction of
in-store sales. The centres benefit from strategic locations in town centres with strong transport links,
benef it from affordable occupancy costs and are supported by their local communities.
The Board believes that the Group is well positioned to capitalise on the changes taking place in the
industry by focusing on retail categories, such as non-discretionary retail and services, which are more
def ensive to the structural changes driven by online retailing affecting the wider retail sector, affordable
rents and convenience locations which serve the daily ‘needs’ rather than the ‘wants’ of underlying
communities. The Covid-19 pandemic has seen an increased focus on the community; staying local,
working local and shopping local. The Board believes elements of these changes will remain as the
UK emerges f rom the pandemic and its shopping centre locations in the heart of town centres are
ideally placed to benefit from this evolving live/work/shop dynamic.
Operational performance
Whilst all seven of the Group’s community shopping centres remained open through the various UK
Government imposed lock-downs, at times when non-essential retailers have been required to close
only approximately a third of units have been able to trade. The multi-phased approach to lifting
restrictions by the UK Government meant that over time occupiers were able to open initially with
social distancing requirements, and since June 2021, 99 per cent. of the Group’s leased units were
back open and trading. Up until 12 April 2021, the date on which non-essential retailers were able to
re-open, approximately one third of leased units were open and trading and f ootfall was at
approximately 30 per cent. of the equivalent weeks in 2019. At the time of publishing the Interim
1 Source: GlobalData Jan 2021
Results on 9 September 2021 the Group disclosed that in the 20 weeks since the f ull re-opening,
f ootfall was approximately 70 per cent. of the corresponding weeks in 2019.
Both the enforced restrictions of lock-downs, together with the closures of certain retailers, meant that
naturally f ootfall across the Group’s portfolio suffered as a result.
Despite the challenges impacting the retail sector, together with a number of retailers including
Debenhams going into administration during the pandemic, occupancy across the Group’s estate has
remained robust throughout and as at 30 June 2021 was 90 per cent..
The Group has made good progress in re-letting the three Debenhams units which closed in April
2021 f ollowing Debenham’s administration. Plans to break up the Ilford unit across its three floors are
progressing with a lease signed to let the majority of the top floor space for a new Job Centre. Terms
have been agreed on a relocation of a national retailer into the middle floor and the Group is pursuing
options, including grocery, on the ground f loor level. At Blackburn a letting has been concluded for a
new Job Centre taking up approximately 15,000 sq ft of the space. Discussions are ongoing with
dif ferent operators about letting the balance of space. At Luton, the Group has agreed a deal on a
medium-term basis to let the entirety of the unit which will cover costs with a turnover top-up with break
options to maintain flexibility for a permanent solution.
Political uncertainty caused by concern regarding Brexit and trading uncertainty caused by the Covid-
19 pandemic contributed to a slowing of leasing momentum in 2020. However, strong progress was
still made in securing a number of key deals across the portfolio and leasing volumes achieved in
2020 were equivalent to those in 2019 and at combined average premiums to passing rent and ERV.
Leasing progress has been encouraging f ollowing the f irst stage of the lif ting of the UK Government
pandemic restrictions on 12 April 2021. As at 30 June 2021, 54 new lettings and renewals have been
completed for a combined value of £1.4 million. The Board believes this reflects both the increased
f ocus and investment of the Group’s commercial team and because retailers continue to be attracted
to the Group’s strategy and community centres, including the affordable and sustainable rents at £12-
£15 per square f oot.
Rent collection
The Group’s retailer customers’ ability to trade was impacted throughout the Covid-19 pandemic by
the various restrictions that were put in place. In addition the UK Government’s introduction of a rent
moratorium compromised the measures the Group would normally have available as a last resort to
protect its contractual positions; particularly in the unf ortunate cases where some large well -f unded
retailers were able, but unwilling, to pay. In response, management dedicated significant resource to
this area, assembling a team f rom across the business to best utilise relationships with the tenant
base at all levels. The Group has worked closely with its retailers to understand the specific impact of
the Covid-19 pandemic on their individual businesses, seeking to come to agreements that amicably
resolve the position and appropriately share the cost of periods when retailers have been unable to
operate. These agreements have typically provided some form of a modest concession related to the
period during which the retailer was unable to trade in return f or settling the remainder of their rent
arrears and their service charge obligations in full.
As a result of this f ocus on rent collection, as at the time of publishing the Interim Results on 9
September 2021, the Group had collected approximately 88 per cent. of the rent due for the financial
year ending 30 December 2020. This is an improvement of approximately 8 per cent. f rom the position
at the time of announcing the Company’s results for the f inancial year ending 30 December 2020 on
9 March 2021.
Property portfolio valuation
As at 30 June 2021 the Group changed its reportable segments reflecting the position of its shopping
centre investments. As a result, the Group has split out what was previously referred to as Shopping
Centres into ‘Shopping Centres – Investment Assets’ and ‘Shopping Centres – Managed Assets’.
‘Shopping Centres – Investment Assets’ incorporates the centres at the Exchange, Ilf ord and within
the Mall Facility, namely the Mall Blackburn, the Mall Maidstone, the Mall Walthamstow and the Mall
Wood Green. These represent the asset pools where the Group retains net equity and is focussed on
long-term solutions for the loan positions potentially involving the investment of further capital.
‘Shopping Centres – Managed Assets’ incorporates Hemel Hempstead and the Mall Luton where
the current loan balances in the non-recourse special purpose vehicle structures exceed the
respective property values and therefore the Group has negative equity and the substance of the
Group’s involvement as a manager and the future position of the investments is uncertain. The Group
has determined that the economic and strategic rationale f or additional investment to cure and/or to
pay down these non-recourse f acilities is, at the present time, insufficient. The Group continues to
manage these assets for the time being, whilst various outcomes are explored in conjunction with the
lenders.
30 September 30 June 30 December
2021 2021 2020
£m NIY £m NIY £m NIY
Shopping Centres –
Investment Assets
Exchange, Ilford 56.40 5.84% 54.8 4.60% 60.0 5.30%
Mall Blackburn 38.50 12.41% 38.8 11.61% 40.6 13.17%
Mall Maidstone 43.00 10.76% 43.0 10.97% 46.0 10.67%
Mall Walthamstow 100.40 5.88% 100.4 5.79% 106.6 5.17%
Mall Wood Green 148.20 7.50% 147.7 7.33% 158.0 6.71%
386.50 7.78% 384.7 7.45% 411.2 7.28%
Shopping Centres –
Managed Assets
Mall Luton 82.00 10.54% 84.0 9.59% 92.5 9.8%
Marlowes,
Hemel Hempstead 11.00 11.37% 14.0 11.24% 23.3 10.0%
93.00 10.66% 98.0 9.81% 115.8 9.80%
Portfolio 479.50 8.37% 482.7 7.96% 527.0 7.88%
As a result of the factors outlined above there has been significant pressure on the Group’s property
valuations which is a f eature consistent across the UK shopping centre industry. As at 30 June 2021,
the Group’s property portfolio was valued at £482.7 million compared to £527 million as at 31
December 2020; representing a decline of approximately 7.5 per cent. on a like for like basis adjusting
f or the sale of the Edmonds Parade block that was part of the Marlowes, Hemel Hempstead. This is a
slowing in the rate of decline experienced in 2020 where the valuation of the Group’s assets f ell by
£200.1 million or 27.5 per cent. The Group’s Investment Assets, supported by their London centres,
have f ared relatively better declining by 6.44 per cent. over the six month period, to 30 June 2021.
As at 30 September 2021, the Group’s property portfolio was valued at £479.5 million compared to
£482.7 million as at 30 June 2021. The valuation of the Group’s Investment Assets was £386.5 million
at 30 September 2021, compared to £384.7 million at 30 June 2021.
Following the removal of all UK Government restrictions related to the Covid-19 pandemic in July
2021, the Directors expect that the downward trend in the Group’s property valuations is likely to
continue to stabilise in the short term. This is based on the limited transactional data points in the retail
property sector, which provide some evidence that valuations of certain types of assets are better than
expected, and the improving momentum in the Group’s rent collections.
Group debt facilities
Property Net debt
£m as at 30 June 2021 Debt Cash Net debt valuation LTV LTV
Investment Assets
Four Mall Assets 265.0 (7.9) 257.1 329.9 80% 78%
Exchange, Ilford 39.0 (2.8) 36.2 54.8 71% 66%
Group Central debt/(cash) – (56.8) (56.8) – n/a n/a
Group’s Investment Assets
and Central Operations 304.0 (67.5) 236.5 384.7 79% 61%
Managed Assets
Marlowes Hemel
Hempstead 23.0 (0.6) 22.4 14.0 164% 160%
Mall Luton 96.5 (7.4) 89.1 84.0 115% 106%
Group 423.5 (75.5) 348.0 482.7 88% 72%
The Group has f our non-recourse asset secured loan facilities that each sit within their own ring-fenced
special purpose vehicle (“SPV”) structure. The Group is relatively heavily indebted given the capital-
intensive nature of asset ownership and as at 30 June 2021, the Group had net debt of £348.0 million.
The f all in valuations of the Group’s properties as described above resulted in a Group net LTV ratio
of 61 per cent. on the basis of the Group’s Investment Assets and Central Operations or 72 per cent.
(compared to 65 per cent. as at 31 December 2020) on a total Group basis.
On the Mall Facility, the Group has obtained a waiver of all financial covenants until the IPD at the end
of January 2022.
On the Exchange, Ilford, the Group has secured a waiver of all financial covenants until the April 2022
IPD in return f or the Group funding from Central Cash landlord works and incentives of £1.1 million to
f acilitate the creation of a Job Centre in part of the former Debenhams unit. The Group has also agreed
outline terms on a longer term modification of the covenants until at least the end of 2022 to facilitate
the completion of the proposed major asset management initiatives at the asset, being the planned
medical centre and the re-letting of the remainder of the Debenhams anchor unit, which, if they
proceed, the Group will partially fund from Central Cash. The estimated capital expenditure spend on
the two projects are £6.7 million and £5.9 million respectively.
On the Mall Luton loan facility, the Group is in the final stages of agreeing terms on a further extension
to the waiver until the January 2022 IPD. The Group has advanced its discussions with the lender
about: (a) resetting the covenant position; (b) enacting certain modifications to the loan agreement
and (c) agreeing the scope of the Group’s asset management activities in return f or instituting a
mechanism to apply surplus cash generated at the asset to the gradual reduction of the loan balance.
The Group anticipates that this arrangement will be f ormalised to f acilitate a stabilisation of the
operating performance of the asset, whilst broader strategic alternatives are evaluated.
On Hemel Hempstead financial covenants on the loan facility are currently deferred until the October
2021 IPD. The lender on Hemel Hempstead is in the final states of selling the loan as part of a portfolio
of other unrelated debt facilities. The Group intends to continue its constructive engagement with the
lender, or any successor lender, to regularly assess whether it is in the Group’s interest to retain an
ongoing involvement in relation to the asset.
The Group intends to utilise the net proceeds of the Capital Raising, together with approximately £16.9
million of Central Cash to undertake the Mall Debt Restructuring as described above. The ef fect of
this would be to reduce the Group’s pro f orma net LTV as at 30 June 2021 f rom 61 per cent. to
approximately 50 per cent. on the basis of the Group’s Investment Assets and Central Operations or
72 per cent. to approximately 63 per cent. on a total Group basis.
Dividends
As a result of the significant reductions to the Group’s revenues and, therefore, cash flows, during the
Covid-19 pandemic, coupled with restrictions in the Group’s banking facilities, the Company paused
cash dividend payments in 2020. As a result of the Proposed Transaction, restrictions to passing cash
f low up to the Company from its core Mall Facility will be removed. Therefore, assuming rental income
returns to a normalised basis, the Company should be capable of distributing limited cash dividends
to Shareholders during the second half of the financial year ending 30 December 2022.
Conclusion
Overall the Board believes that the recommended Proposed Transaction will allow the Group to
achieve the best outcome f or Shareholders. The Proposed Transaction will allow the executive
management team to continue to pursue its growth strategy, continue delivering sound levels of
operational performance of its assets, pursue leasing and asset repositioning opportunities as well as
improving balance sheet strength. The Board is also fully cognisant that a very wide range of possible
retailer and economic outcomes remain, theref ore, it is important that the Company and the Group
have robust balance sheets and the Proposed Transaction provides this.
Without the Proposed Transaction, the Group would need to take various actions in the short term to
preserve cash, enter into negotiations with its lenders to extend the covenant waivers currently in
place, potentially including the need to realise cash f rom asset sales f rom the Group’s portfolio to
reduce the Group’s leverage and put on hold its capital expenditure programme. Accordingly, such
actions would compromise the Group’s competitive position and growth prospects.
USE OF PROCEEDS
The Capital Raising will deliver proceeds of approximately £30.0 million (before costs) and net proceeds
of approximately £27.4 million to the Company. The Group intends to utilise the net proceeds of the
Capital Raising, together with approximately £16.9 million of Central Cash, to repay part of the Mall
Facility as described above.
Approximately £2.6 million of the proceeds f rom the Capital Raising will be used to pay f ees and
expenses incurred in connection with the Proposed Transaction.
EFFECTS OF IMPLEMENTATION OF THE PROPOSED TRANSACTION
Group Leverage
As a result of the Proposed Transaction, the Group’s pro forma net LTV as at 30 June 2021 will reduce
f rom 61 per cent. to approximately 50 per cent. on the basis of the Group’s Investment Assets and
Central Operations, or from 72 per cent. to 63 per cent. on a total Group basis.
On a pro f orma basis and assuming the net proceeds from the Capital Raising were £27.4 million, the
Group would have had net assets of £173.3 million at 30 June 2021, as extracted from the unaudited
pro f orma statements of the net assets of the Group at Section A of Part 7 of the prospectus.
Dilutionary impact of the Capital Raising
If a Qualif ying Shareholder does not take up any of its Open Of f er Entitlements, such Qualifying
Shareholder’s holding, as a percentage of the Enlarged Share Capital, will be diluted by 32.4 per cent.
as a result of the Capital Raising.
Subject to certain limited exceptions, shareholders in Excluded Territories will not be able to participate
in the Open Of fer and will therefore experience dilution as a result of the Capital Raising.
Shareholders who are otherwise not Qualifying Shareholders will not be able to participate in the Open
Of f er and will therefore experience dilution as a result of the Capital Raising.
DIVIDEND POLICY
As a result of the significant reductions to the Group’s revenues and, therefore, cash flows, during the
Covid-19 pandemic, coupled with restrictions in the Group’s banking facilities, the Company paused
cash dividend payments in 2020. As a result of the Proposed Transaction, restrictions to passing cash
f low up to the Company from its core Mall Facility will be removed. Therefore, assuming rental income
returns to a normalised basis, the Company should be capable of distributing limited cash dividends
to Shareholders during the second half of the financial year ending 30 December 2022.
The Company will target a sustainable dividend pay-out ratio and to distribute on a semi-annual basis
(in approximate proportions of 45 / 55 and in that order in respect of each financial year) not less than
approximately 90 per cent. of the Company’s EPRA earnings, in line with the Company’s requirements
to distribute at least 90 per cent. of its taxable profits under the REIT regime.
RETENTION AWARDS AND AMENDMENTS TO THE LTIP
Background and rationale for the Proposed Long Term Retention Awards
The retention of key individuals has been identified as a risk factor (as set out at paragraph 2.8 in the
section headed “Risk Factors” on pages 11 to 22 of the prospectus). In order to mitigate this risk factor
and support the retention of the Chief Executive Officer, Lawrence Hutchings, and the Group Finance
Director, Stuart Wetherly, it is therefore proposed that a cash Long term Retention Award is provided
of £1,000,000 and £500,000 respectively. The Long Term Retention Awards will be paid subject to
each individual’s continuous employment until the award vests and becomes payable on 30
September 2023, subject to the terms below. It is the Board’s view that the retention and motivation of
the Chief Executive Of fice and the Group Finance Director is cent ral to delivery of the business
strategy, including those actions arising f rom and enabled by the proposals contained within the
prospectus. The Board believes that the Chief Executive Officer and the Group Finance Director have
demonstrated exceptional leadership throughout the challenges presented by the global pandemic
and the subsequent shifts in the market and in consumer behaviours. The Board therefore wishes to
make the proposed Long Term Retention Awards both in recognition of the efforts to date and also in
order to mitigate the risk set out in paragraph 2.8 of the section headed “Risk Factors”.
Rationale for amendment of the Directors’ Remuneration Policy
The Company’s existing Directors’ Remuneration Policy does not currently allow for the proposed
Retention Award to be made. Payments to executive directors can only be made if they are within the
approved Directors’ Remuneration Policy; an amendment to the Directors’ Remuneration Policy is
theref ore required.
Principal Terms of the Long Term Retention Awards for Executive Directors
Participants Lawrence Hutchings (Chief Executive Officer); and Stuart
Wetherly (Group Finance Director)
Quantum Lawrence Hutchings: £1,000,000 to be paid in cash Stuart
Wetherly: £500,000 to be paid in cash
Award date Immediately following approval at the General Meeting
Payment date 30 September 2023
Performance conditions Continued employment and not subject to disciplinary or
performance procedures at the payment date.
Leaver terms If , prior to the payment date, a participant ceases to be
employed by the Group, his Long Term Retention Award will
lapse with immediate effect. Where, however, a participant
ceases employment as a ‘good leaver’, any Long Term
Retention Award held by that individual will not lapse and may
be retained to the extent that the Remuneration Committee in
its discretion determines taking into account such factors as the
Remuneration Committee in its discretion determines including
the period of time that the participant was employed from the
award date. Such retained Long Term Retention Award will
vest on the normal payment date (unless the Remuneration
Committee in its discretion determines that it will be settled
earlier) and in the normal manner subject to the other
conditions applying to the Long Term Retention Award being
met.
A participant will be a good leaver if their employment
ceases: a) due to death; b) due to injury, ill-health or disability
(in each case evidenced to the satisfaction of the
Remuneration Committee); c) due to redundancy or upon the
transf er out of the Group of a company or business by which
the participant is employed; d) in any other circumstance that
the Remuneration Committee determines (other than
dishonesty, fraud, misconduct or any other circumstance that
justif ies the summary dismissal of the participant).
If , prior to the payment date, a participant has given or
received notice to terminate their employment with the Group,
his Long Term Retention Award will not be paid unless the
Committee is satisfied that the participant has performed
satisfactorily and to have met the
reasonable expectations of the role for which they are
employed during the period from the date of the award to the
payment date.
Change of Control In the event of a takeover or scheme of arrangement of the
Company (other than a takeover or scheme of arrangement to
give effect to an internal reorganisation) or winding-up of the
Company before the normal payment date of the Long Term
Retention Award, the award will vest early and in f ull.
Malus and Clawback Clawback provisions will apply to the Long Term Retention
Awards if it is discovered within two years of the payment of a
Long Term Retention Award that:
there has been a material misstatement or miscalculation in
the results of the Company;
the award holder has committed an act of gross misconduct;
the award holder has committed an act which in the
Remuneration Committee’s opinion has given or could give
rise to serious reputational damage to the Group;
the award holder has committed an act which in the
Remuneration Committee’s opinion deliberately misled the
Board or the market as to the performance of the Group;
the award holder has committed an act which in the
Remuneration Committee’s opinion has caused the
Company or business in which the award holder is employed
to suffer a material failure of risk management; and/or
the Company enters an involuntary administration or
insolvency process or a company voluntary arrangement.
Malus provisions will apply to allow the Remuneration
Committee to reduce the payment under a Long Term
Retention Award if any of the circumstances set out above
occur prior to the payment of the Long Term Retention Award.
Other Terms Without the prior approval of the Company in general meeting:
l these arrangements will not be extended to any
additional participants; and
1 the maximum entitlement for any one participant will
not be amended to the participant’s advantage.
The Long Term Retention Awards are not pensionable.
Background and rationale for the Proposed Amendment to LTIP for non-directors
As ref erred to above, the retention of key individuals has been identified as a risk f actor (as set out at
paragraph 2.8 in the section headed “Risk Factors” on pages 11 to 22 of the prospectus). In order to
mitigate this risk f actor, in parallel with the awards proposed to be made to executive directors, the
Board plans to also make Long Term Retention Awards to select members of senior management.
Similarly to the proposed executive director arrangements, the planned awards reflect the importance
of retaining key staff over a critical period where the business seeks to recover f rom the imp act of
Covid-19 and consolidate and grow f ollowing the completion of the Capital Raising. These below-
Board awards will be made under the Company’s LTIP as this helps align the interests of recipients to
shareholders and recognises that the proposed recipients of these awards are not currently in receipt
of any “live” share awards as all awards previously granted under the LTIP are either already available
to exercise or are not expected to qualify for vesting.
Proposed Amendment to LTIP for non-directors
To simplify the award structure and keep it closely aligned to the aim of retention, in line with the
proposed approach for the two executive directors, these below-Board level awards will not be subject
to the achievement of performance conditions and will be contingent only on remaining in continued
employment within the Group for an 18 month period. To facilitate this approach, the Board is seeking
shareholder approval to amend the rules of the LTIP to reduce the minimum vesting term from three
years to 18 months for employees below Board level. The Board’s view is that reducing this term and
allowing flexibility for a one off award without performance conditions will provide a stronger incentive
over a critical period for the business.
GENERAL MEETING
You will f ind set out at the end of the prospectus a Notice of General Meeting convening a general
meeting to be held on 1 November 2021 at 2.00 p.m. at 110 Rochester Row, Westminster, London,
SW1P 1JQ. The f ull text of the Notice of General Meeting is set out in Part 12 of the prospectus.
At the General Meeting, the following Resolutions will be proposed:
• an ordinary resolution (requiring approval of more than 50 per cent. of the votes cast in person
or by proxy in respect of the resolution) to allot shares under section 551 of the Companies
Act;
• an ordinary resolution (requiring approval of more than 50 p er cent. of the votes cast in person
or by proxy in respect of the resolution) to approve the Long Term Retention Awards to the
executive directors of the Company and an amendment to the current Directors’ Remuneration
Policy (that was approved by Shareholders in 2019) authorising the Company to award such
Long Term Retention Awards to the executive directors of the Company; and
• an ordinary resolution (requiring approval of more than 50 per cent. of the votes cast in person
or by proxy in respect of the resolution) to approve an amendment to the rules of the Capital
& Regional PLC 2018 Long Term Incentive Plan to reduce from three years to 18 months the
minimum vesting period of awards that may be granted pursuant to the LTIP to non-director
employees.
The Capital Raising will not proceed unless the Capital Raising Resolution is passed by the
requisite majority.
If the Capital Raising Resolution is not passed, the Company would not benefit f rom the funds raised
through the Capital Raising. In such circumstances the Company will have the option to proceed with
the Mall Debt Restructuring, but to do so the Company would need to utilise substantially all of its
Central Cash. The Board will therefore consider the circumstances at the time, should this eventuality
arise.
If the Board were to resolve not to proceed with the Mall Debt Restructuring, the Group would need to
enter into negotiations with its lenders to extend the covenant waivers currently in place. The Group
had previously secured a number of covenant waivers f or the Mall Facility since July 2020. If the
Proposed Transaction does not go ahead then the Board would seek f urther covenant relaxations
f rom the lenders. In the case of the Exchange, Ilford the Group has a waiver of all covenants until April
2022 and has agreed outline terms on an agreement where further relaxation will be provided until at
least the end of 2022 in return f or the Group providing new f unding to f acilitate completion of major
asset management initiatives at the centre. If these f urther covenant relaxations are not put in place
and no alternative agreement is reached with the lenders then the Group could face a potential need
to partially cure the loans with a cash contribution. In respect of the Four Mall Assets and the
Exchange, Ilf ord, the Central Cash balance maintained by the Group at 30 June 2021, in addition to
available cash within the relevant structures, at that point in time, provides sufficient funds to remedy
the LTV covenants if values fell by up to a further 10 per cent. across these assets by reference to the
June 2021 valuations.
If the Group did not choose to cure the loan breach then there is a risk that ultimately the loan could
be enf orced and as such the Group would no longer control the asset or consolidate the income, costs,
assets and liabilities in respect of the entity. Accordingly, such actions would compromise the Group’s
competitive position and growth prospects.
Accordingly, it is, therefore very important that Shareholders vote in favour of the Capi tal
Raising Resolution so that the Capital Raising can be completed in full.
The results of the votes cast at the General Meeting will be announced as soon as possible once
known through an RIS and on the SENS, and on the Company’s website. It is expected that this will
be on 1 November 2021.
RECOMMENDATION
The Board considers the Proposed Transaction and the passing of the Resolutions to be in the
best interests of the Company and its Shareholders as a whole.
Accordingly, the Board recommends unanimously that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting, as the Directors (other than Louis Norval)
have irrevocably undertaken to do in respect of their own beneficial holdings and those of
persons connected to them, which together amount to 180,150 Ordinary Shares,
representing approximately 0.1 per cent. of the Ordinary Shares in issue as at the Latest
Practicable Date. Each of Lawrence Hutchings and Stuart Wetherly have undertaken not to vote
on the Long Term Retention Award Resolution at the General Meeting. The Undertaking from
Louis Norval is to vote in favour of the Resolutions in respect of such number of shares as he
may hold at the General Meeting.
Shareholders should also be aware that if the Capital Raising Resolution to be proposed at the
General Meeting is not passed, the Capital Raising will lapse and will not be completed. The
Long Term Retention Award Resolution and the LTIP Resolution are not conditional on the
Capital Raising being approved, and are both independent and separate resolutions.
CAPITAL RAISING STATISTICS
Issue Price f or each Open Offer Share 56 pence
Discount of Issue Price to the Closing Price as at the Latest 2.4 per cent.
Practicable Date
Number of Existing Ordinary Shares in issue as at the Latest 111,819,626
Practicable Date
Basis of Open Offer 23 Open Of fer Shares for every
48 Existing Ordinary Shares
Number of Open Offer Shares to be issued pursuant to the Open 53,580,237
Of f er
Number of Ordinary Shares in issue immediately f ollowing 165,399,863
completion of the Capital Raising (*)
Open Of f er Shares as a percentage of the Enlarged Share 32.4 per cent.
Capital of the Company immediately following completion of the
Capital Raising (*)
Estimated expenses in connection with the Capital Raising £2.6 million
Estimated net proceeds receivable by the Company f rom the £27.4 million
Capital Raising (after deduction of fees and expenses)
ISIN of the Open Offer Shares GB00BL6XZ716
SEDOL of the Open Offer Shares BL6XZ71
ISIN of the Open Offer Entitlements GB00BP6S9729
SEDOL of the Open Offer Entitlements BP6S972
LSE code for the Ordinary Shares CAL
JSE code for the Ordinary Shares CRP
(Notes: *Assuming that no Ordinary Shares are issued between the Latest Practicable Date and
Admission becoming effective other than pursuant to the Open Offer.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for Open Offer Entitlements close of business on 11 October
Announcement of the Capital Raising and Open Offer opens 7.00 a.m. on 14 October
Ex-Entitlements Time for the Open Offer 8.00 a.m. on 14 October
Record date to appear in the SA Register in order to receive the close of business on 8
prospectus, the Supplementary Information Memorandum and Form of October
Proxy
Publication and posting of the prospectus, the Supplementary Information 14 October
Memorandum and Forms of Proxy and Application Forms (to Qualifying
Non-CREST Shareholders only)
Publication of Notice of the Open Offer in the London Gazette 14 October
Open Offer Entitlements enabled in CREST and credited to stock as soon as practicable after
accounts in CREST (Qualifying CREST Shareholders only) 8.00 a.m. on 15 October
Last date to trade to appear in the SA Register in order to participate 19 October
and vote at the General Meeting
Record date to appear in the SA Register in order to participate and 22 October
vote at the General Meeting
Recommended latest time for requesting withdrawal of 4.30 p.m. on 25 October
Open Offer Entitlements from CREST
Latest time and date for depositing Open Offer Entitlements in CREST 3.00 p.m. on 26 October
Latest date and time for splitting Application Forms 3.00 p.m. on 27 October
(to satisfy bona fide market claims only)
Latest time and date for receipt of completed Application Forms and 11.00 a.m. on 29 October
payments in full and settlement of CREST instructions (as appropriate)
Announcement of the results of the Open Offer through a Regulatory 1 November
Information Service and SENS
General Meeting 2.00 p.m. on 1 November
Announcement of the results of the General Meeting 1 November
UK Admission of and commencement of dealings 8.00 a.m. on or around 5 November
in Open Offer Shares
SA Admission of and commencement of dealings in 10.00 a.m. on or around 5 November
Open Offer Shares
Open Offer Shares issued and credited to CREST accounts on or soon after 8.00 a.m. on 5 November
Where applicable, expected date for despatch of definitive share By 19 November
certificates for Open Offer Shares in certificated form
Notes:
(1) The times set out in the expected timetable of principal events above and mentioned throughout
this announcement are times in London unless otherwise stated, and may be adjusted by the
Company in consultation with or, if required, with the agreement of Investec and Numis, in which
event details of the new times and dates will be notified to the FCA, the London Stock Exchange
and, where appropriate, Shareholders.
(2) These dates and times given are indicative only and are based on the Company’s current
expectations and may be subject to change (including as a result of changes to the regulatory
timetable). If any of the times and/or dates above change, the revised times A12 5.1.9 and/ or
dates will be notified to Shareholders by announcement through a Regulatory Information
Service and SENS.
(3) If your Open Offer Entitlements are in CREST and you wish to convert them to certificated form.
(4) If your Open Offer Entitlements are represented by an Application Form and you wish to convert
them to uncertificated form.
If you have any queries on in relation to the prospectus or the timetable please call the relevant
Shareholder helpline as follows:
Equiniti Shareholder Helpline for Shareholders registered on the UK Register, on 0371 384 2050 or, if
telephoning from outside the UK, on +44 (0)371 384 2050 between 8.30 a.m. and 5.30 p.m. Monday to
Friday (except public holidays in England and Wales). Calls to the Shareholder Helpline f rom outside
the UK are charged at applicable international rates. Different charges may apply to calls made from
mobile telephones and calls may b e recorded and monitored randomly f or security and training
purposes. Equiniti cannot provide advice on the merits of the Capital Raising and/or the Capital Raising
nor give any financial, legal or tax advice.
JSE Investor Services Helpline f or Shareholders registered on the SA Register, on 0861 472 644 if
calling f rom within South Africa (or +27 11 029 0112 f or Shareholders registered on the SA Register
calling f rom outside South Africa) between 08:00 and 16:00 (South African time) from Monday to Friday,
excluding public holidays in South Africa. Calls made f rom within South Africa will be charged at the
standard geographic rate and will vary by provider. Calls made f rom outside of South Africa will be
charged at the applicable international rates. Lines are open between 8.00 a.m. and 4.30 p.m. (South
African standard time) Monday to Friday (except South African public holidays).
APPENDIX
In this Announcement the following expressions have the meaning ascribed to them unless the context
otherwise requires:
Adjusted Profit is the total of Contribution from wholly-owned assets, the
prof it from Snozone and property management fees less
central costs (including interest, excluding non-cash charges in
respect of share-based payments) after tax
Admission together, the UK Admission and SA Admission
Admission and Disclosure Standards the “Admission and Disclosure Standards” of the London
Stock Exchange containing among other things, the admission
requirements to be observed by companies seeking admission
to trading on the London Stock Exchange’s main market for
listed securities.
Application Form the application form accompanying the prospectus on
which
Qualif ying Non-CREST Shareholders may apply for Open
Of f er Shares under the Open Offer
Articles the articles of association of the Company
Board the Directors of Capital & Regional
Business Day a day (other than a Saturday, Sunday or public holiday)
on which
banks are generally open for business in the City of London for
the transaction of normal banking business
Capital Raising the Open Offer
Capital Raising Resolutions the resolution numbered 1 to be proposed at the General
Meeting, as set out in the Notice of General Meeting
CBRE CBRE Limited
Central Cash cash held centrally by the Group that is unencumbered and
over which the Group’s lenders have no security
certificated or in certificated form in relation to a share or other security, a share or other
security which is not in uncertificated form
Closing Price the closing middle market quotation in Pounds Sterling of
an Existing Ordinary Share as derived from the Daily Official
List of the London Stock Exchange on a particular day
Code the US Internal Revenue Code of 1986, as amended
Companies Act the Companies Act 2006 as amended
Company or Capital & Regional Capital & Regional PLC, a public limited company
incorporated in England and Wales with registered number
01399411
Contribution net rent less net interest, including unhedged foreign
exchange movements
Covid-19 the Coronavirus Disease 2019 as designated by the World
Health Organisation
CREST the relevant system, as defined in the CREST Regulations
(in respect of which Euroclear is the operator as defined in the
CREST Regulations)
CREST Manual the rules governing the operation of CREST, consisting of
the
CREST Ref erence Manual, CREST International Manual, CREST
Central Counterparty Service Manual, CREST Rules, CREST
Courier and Sorting Service Operations Manual and CREST
Glossary of Terms (all as defined in the CREST Glossary of
Terms promulgated by Euroclear on 15 July 1996 and as
amended since)
CREST Member a person who has been admitted to Euroclear as a system-
member (as defined in the CREST Regulations)
CREST Participant a person who is, in relation to CREST, a system-participant
(as def ined in the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001
No. 01/378), as amended
CREST Sponsor a CREST participant admitted to CREST as a CREST
sponsor (as defined in the CREST Regulations)
CREST Sponsored Member a CREST Member admitted to CREST as a sponsored
member
CSDP a Central Securities Depositary Recipient accepted as a
participant under the South African Financial Markets Act,
2012, appointed by a Shareholder in South Africa for the
purposes of, and in regard to, dematerialisation and to hold
and administer securities or an interest in securities on behalf
of such Shareholder
CTA 2010 the Corporation Tax Act 2010
CVA a company voluntary arrangement, a legally binding
agreement with a company’s creditors to restructure its
liabilities
Daily Official List the daily record setting out the prices of all trades in shares
and other securities conducted on the London Stock Exchange
Dematerialised Shareholders Shareholders on the SA Register who hold
Dematerialised Shares
Dematerialised Shares Ordinary Shares which have been incorporated into the
Strate system, title to which is no longer represented by physical documents of title;
Directors the executive directors and non-executive directors of the
Company, whose names appear on page 34 of the prospectus
Directors’ Remuneration Policy the policy in respect of the remuneration of the Directors
as approved by Shareholders in 2019
Disclosure Guidance and the rules relating to the disclosure of information made in
accordance Transparency Rules with section 73A(3) of FSMA
Discontinued Operations has the same meaning given to the term “classification as
discontinuing” as defined in the IFRS
EEA the European Economic Area
Enlarged Share Capital the Company’s ordinary issued share capital following
completion of the Capital Raising
EPRA the European Public Real Estate Association index
Equiniti Equiniti Limited
ERISA the US Employee Retirement Income Security Act of 1974,
as amended
ERISA Entity any person that is: (i) an “employee benefit plan” as defined
in Section 3(3) of ERISA that is subject to Title I of ERISA; (ii)
a “plan” as def ined in Section 4975 of the Code, including an
individual retirement account or other arrangement that is
subject to Section 4975 of the Code; or (iii) an entity which is
deemed to hold the assets of any of the foregoing types of
plans, accounts or arrangements that is subject to Title I of
ERISA or Section 4975 of the Code; or any governmental,
church, non-U.S. or other employee benefit plan that is subject
to any f ederal, state, local or non-U.S. law that is substantially
similar to the provisions of Title I of ERISA or Section 4975 of
the Code whose purchase, holding, and disposition of the
Open Of fer Shares could constitute or result in a non-exempt
violation of any such substantially similar law
ERV estimated rental value which is the Group’s external
valuers’ opinion as to the open market rent which, on the date
of valuation, could reasonably be expected to be obtained on a
new letting or rent review of a unit or property
EU the European Union
EU Prospectus Regulation the EU Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
EUWA the European Union (Withdrawal) Act 2018
Ex-Entitlements Time the time at which the Existing Ordinary Shares are marked
ex-entitlement, being 8.00 a.m. on 14 October 2021
Exchange, Ilford the shopping centre owned by the Group as more
particularly described in section 3.1 of Part 2 of the prospectus
Excluded Territories Australia, Canada, Japan, New Zealand, the United States
of America and any other jurisdiction where the extension or
availability of the Capital Raising (and any other transaction
contemplated thereby) would breach any applicable law or
regulation and “Excluded Territory” shall mean any of them
Existing Ordinary Shares the 111,819,626 Ordinary Shares in issue as at the Latest
Practicable Date
Financial Conduct Authority or FCA the Financial Conduct Authority of the United Kingdom
Form of Proxy the form of proxy for use at the General Meeting
Four Mall Assets the Mall Blackburn, the Mall Maidstone, the Mall Wood
Green and the Mall Walthamstow
FSMA the Financial Services and Markets Act 2000, as amended
GDP gross domestic product
General Meeting the general meeting of Capital & Regional to be held at
2.00 p.m. on 1 November 2021 notice of which is set out in
Part 12 of the prospectus
Group the Company and each of its subsidiaries and subsidiary
undertakings from time to time
Growthpoint Growthpoint Properties Limited and/or any Growthpoint
Nominee (as the case may be)
Growthpoint Nominee or Nominee any one or more wholly-owned subsidiaries of Growthpoint
Properties Limited or partnerships in which Growthpoint
Properties Limited holds (directly or indirectly) all or
substantially all of the economic rights, together with any
person (including a general partner) who holds Capital &
Regional PLC Shares on behalf of any such person or
partnership
HMRC HM Revenue & Customs
Homestead Homestead Group Holdings Limited
Homestead Relationship Agreement the relationship agreement dated 17 October 2019
between the
Company and Homestead as further described in paragraph
9.7 of Part 9 of the prospectus
IFRS International Financial Reporting Standards as issued by
the International Accounting Standards Board and, for the
purposes of the prospectus, as adopted by the European
Union
Interim Results the interim unaudited financial statements for the period
beginning 31 December 2020 and ended on 30 June 2021
Investec Investec Bank plc and/or Investec Bank Limited, as the
context requires;
Investment Assets the Four Mall Assets together with the Exchange, Ilford,
as more particularly described in section 3.1 of Part 2 of the
prospectus
Investment Assets and the Investment Assets together with any cash held
centrally by the
Central Operations Group including within its Snozone entities
IPD interest payment date
ISIN International Securities Identification Number
Issue Price 56 pence per Open Offer Share
JSE the exchange operated by JSE Limited (registration
number 2005/022939/06), licensed as an exchange under the
South African Financial Markets Act, 2012, as amended, and a
public company incorporated in terms of the laws of South
Af rica
JSE Sponsor Investec Bank Limited, in its capacity as South African
sponsor to the Company;
Kingfisher Redditch Joint Venture as defined in paragraph 3.3 of Part 2 of the prospectus
Knight Frank Knight Frank LLP
Latest Practicable Date the latest practicable date prior to the publication of the
proepsctus, being 13 October 2021
LIBOR London inter bank offered rate
Listing Rules the Listing Rules made by the FCA under Part VI of
FSMA
LN Group Homestead, PDI Investment Holdings Limited, Mstead
Limited and any subsidiary of Homestead
London Gazette the daily publication issued in London with such name
London Stock Exchange London Stock Exchange PLC
Long Term Retention Award the award of £1,000,000 to Lawrence Hutchings (Chief
Executive
Of f icer) and the award of £500,000 to Stuart Wetherly (Group
Finance Director)
Long Term Retention the memorandum setting out the particulars of the Long Term
Award Memorandum Retention Awards and the ways in which these are
inconsistent with the approved Directors’ Remuneration Policy
Long Term Retention the ordinary resolution to be proposed as Resolution
numbered 2 at
Award Resolution the General Meeting to approve an amendment to the Directors’
Remuneration Policy
LTIP Capital & Regional PLC 2018 Long-Term Incentive Plan
LTIP Resolution the ordinary resolution to be proposed as Resolution
numbered 3 at the General Meeting to approve an amendment
to the LTIP
LTV loan-to-value
Main Board the Main Board of the list of securities admitted to listing on
the JSE Main Market the London Stock Exchange’s main market for
listed securities
Mall Asset Facility Amendment the agreement dated 14 October 2021 between certain
members of and Restatement Agreement the Group and TIAA, a summary of which is
set out in paragraph 9.3 of Part 9 of the prospectus document
Mall Blackburn the shopping centre owned by the Group as more
particularly described in paragraph 3.1 of Part 2 of the
prospectus
Mall Debt Restructuring the proposed restructuring of the debt facility in respect of
the Four Mall Assets as described in further detail in section 2
of Part 1 of the prospectus and paragraph 9.3 of Part 9 of the
prospectus
Mall Facility or Mall Asset the £265 million debt facility secured over the Four Mall
Assets as
Facility Agreement described in more detail in paragraph 9.12 of Part 9 of the prospectus
Mall LP the Mall LP, being a limited partnership which is wholly
owned by the Group
Mall Luton the shopping centre owned by the Group as more
particularly described in paragraph 3.1 of Part 2 of the
prospectus
Mall Maidstone the shopping centre owned by the Group as more
particularly described in paragraph 3.1 of Part 2 of the
prospectus
Mall Walthamstow the shopping centre owned by the Group as more
particularly described in paragraph 3.1 of Part 2 of the
prospectus
Mall Wood Green the shopping centre owned by the Group as more
particularly described in paragraph 3.1 of Part 2 of the
prospectus
Market Abuse Regulation or MAR the Market Abuse Regulation (EU) No. 596/2014 as it forms
part of UK domestic law by virtue of the EUWA
Marlowes Hemel Hempstead the shopping centre owned by the Group as more
particularly described in paragraph 3.1 of Part 2 of the
prospectus
Member State a sovereign state which is a member of the European
Union
Money Laundering Regulations the Money Laundering Regulations 2007 (S.I. 2007/2157)
Mstead Mstead Limited, a company associated with Louis Norval
NatWest National Westminster Bank plc
Net Asset Value or NAV the net asset value
Net Rental Income or NRI the Group’s share of the rental income, less property and
management costs (excluding performance fees) of the Group
NIY net initial yield
Non-PID Dividend any dividend of the Company other than a PID
Notice of General Meeting the notice of the General Meeting contained in Part 12 of
the prospectus
Official List the Official List of the Financial Conduct Authority pursuant
to
Part VI of FSMA
Open Offer the conditional invitation to Qualifying Shareholders to
subscribe for the Open Offer Shares at the Issue Price on the
terms and subject to the conditions set out in the prospectus
and, in the case of Qualifying Non-CREST Shareholders only,
the Application Form
Open Offer Entitlements the pro rata entitlements of Qualifying Shareholders to
subscribe for 23 Open Offer Shares for every 48 Existing
Ordinary Shares registered in their name as at the Record
Date, on and subject to the terms of the Open Offer
Open Offer Shares the 53,580,237 new Ordinary Shares to be offered to
Qualif ying
Shareholders pursuant to the Open Offer
Ordinary Shares or Shares ordinary shares of £0.10 each in the share capital of the
Company
Overseas Shareholders Shareholders with registered addresses outside the
United Kingdom
and South Africa or who are citizens or residents of countries
outside the United Kingdom and South Africa
Panel The Panel on Takeovers and Mergers
Participant ID the identification code or membership number used in
CREST to
identify a particular CREST Member or other CREST Participant
PID property income distribution
Pounds Sterling, Sterling or £ the lawful currency of the United Kingdom
PR Regulation the UK version of Regulation (EU) 2019/980 of the
European Commission, which is part of UK law by virtue of
EUWA
Property Valuation Reports the property valuation reports prepared by the Property
Valuers and set out in Part 6 of the prospectus
Property Valuers CBRE and Knight Frank
Proposed Transaction the Capital Raising and Mall Debt Restructuring
Prospectus Regulation the UK version of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on
the prospectus to be published when securities are offered to
the public or admitted to trading on a regulated market, and
repealing Directive 2003/71/EC which is part of UK law by
virtue of the EUWA
Prospectus Regulation Rules the Prospectus Regulation Rules published by the FCA
under
Section 73A of FSMA in accordance with the Prospectus Regulation
Qualifying CREST Shareholders Qualifying Shareholders holding Ordinary Shares on the
UK Register in uncertificated form on the Record Date
Qualifying Non-CREST Shareholders Qualifying Shareholders holding Ordinary Shares in
certif icated form on the Record Date
Qualifying Shareholders holders of Ordinary Shares who are entered on the UK
Register and/or the SA Register on or before the Record Date
and remain on such register at the Record Date with the
exclusion of Overseas Shareholders with a registered address
or resident in any Excluded Territory
Rand the lawful currency of South Africa
RBS The Royal Bank of Scotland plc
Record Date 6.00 p.m. on 11 October 2021
Registrars or Receiving Agent Equiniti and/or SA Transfer Secretaries, as the case may
be;
Regulation S Regulation S under the US Securities Act
Regulatory Information one of the regulatory information services authorised by the
Service or RIS Financial Conduct Authority to receive, process and disseminate
regulatory information in respect of listed companies
REIT Real Estate Investment Trust
Remuneration Committee the remuneration committee of the Company
Resolutions the Capital Raising Resolution, the LTIP Resolution and
the Long Term Retention Award Resolution
RICS Standards the Royal Institution of Chartered Surveyors (RICS)
Valuation – Profession Standards UK 2014 (revised January
2020)
RPI retail price index
SA Admission the admission of the Open Offer Shares to listing and
trading on the Main Board;
SA Register the share register maintained on behalf of the Company by
JSE Investor Services
SA Transfer Secretaries JSE Investor Services (Pty) Limited or JSE Investor
Services
SDRT stamp duty reserve tax
SENS the Stock Exchange News Service of the JSE
Shareholder a holder of Ordinary Shares from time to time
SONIA the SONIA (sterling overnight index average) reference rate
administered by the Bank of England (or any other person
which takes over the administration of that rate) and if that rate
is less than zero, SONIA shall be deemed to be zero
Sponsor Investec, acting in its capacity as sponsor to the Company
pursuant to Chapter 8 of the Listing Rules
Sponsor and Open Offer Agreement the sponsor and open offer agreement between the
Company, Investec and Numis, as further described in
paragraph 9.1 of Part 9 of the prospectus
SPV special purpose vehicle
stock account an account within a member account in CREST to which
a holding of a particular share or other security in CREST is
credited
Strate Strate Proprietary Limited (registration number
1198/0222242/07), a private company incorporated with the
laws of South Africa and the electronic clearing and settlement
system used by the JSE to settle trades
Supplementary Information the supplementary information memorandum sent with
this
Memorandum document to Qualifying Shareholders on the SA Register
Takeover Code the City Code on Takeovers and Mergers
TIAA Teachers Insurance and Annuity Association of America
UK Admission the admission of the Open Offer Shares (i) to the premium
listing
segment of the Official List and (ii) to trading on the London
Stock Exchange’s main market for listed securities
UK Register the share register maintained on behalf of the Company by
Equiniti
UK REIT a real estate investment trust established in the United
Kingdom to which Part 12 of the CTA 2010 applies
uncertificated or in recorded on the relevant register of the share or security
concerned as
uncertificated form being held in uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST
Underwriting Agreement the underwriting agreement between the Company and
Growthpoint, as further described in paragraph 9.2 of Part 9 of
the prospectus
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
US or United States the United States of America, its territories and
possessions, any state of the United States and the District of
Columbia
US Person a “U.S. person” as defined in Regulation S
US Securities Act the United States Securities Act of 1933, as amended
Valid Applications means a duly completed Application Form and payment in
f ull f or Open Offer Shares received by the Company which
complies in all respects with the terms of the Open Offer and
with the terms set out in the Application Form
VAT value added tax
Date: 14-10-2021 08:32:00
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