TIDMCAL
RNS Number : 9159I
Capital & Regional plc
10 August 2023
10 August 2023
UK company number 01399411
LSE share code: CAL
JSE share code: CRP
ISIN: GB00BL6XZ716
LEI: 21380097W74N9OYF5Z25
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, TRANSMISSION,
DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART IN, INTO OR FROM THE UNITED STATES AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATION OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
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 (AMMENT) (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.
CAPITAL & REGIONAL PLC
("Capital & Regional" or the "Company" or the "Group")
Acquisition of The Gyle Shopping Centre and Launch of Open
Offer
Capital & Regional (LSE: CAL), the UK focused REIT with a
portfolio of in-town community shopping centres, is pleased to
announce that it has entered into an agreement to acquire The Gyle
Shopping Centre ("The Gyle" or the "Property") in Edinburgh for a
total acquisition consideration of GBP40 million, excluding
acquisition costs.
The consideration for the acquisition is to be financed through
existing funds held by the Company, a new debt facility of GBP16
million and the approximately GBP25 million of gross proceeds to be
received pursuant to a fully underwritten Open Offer, for which
further detail is included below.
The acquisition is in line with the Group's ambition of seeking
selective opportunities to grow the Company and further utilise its
leading management expertise in delivering its tried and tested
community centre strategy.
Lawrence Hutchings, Chief Executive Officer, comments
"The strong operational results and continued valuation
stabilisation we are reporting today give us considerable
confidence in our own portfolio, platform and UK Community centres
strategy, as well as the physical retail market where many of the
structural changes are maturing.
"This confidence is also reflected in our announcement this
morning of the acquisition of The Gyle Shopping Centre in
Edinburgh, which marks the first step towards rescaling our
business and fully leveraging our proven skills and management
expertise. This acquisition allows us to capitalise on an
opportunity to add an established dual supermarket anchored
community centre in Scotland's capital city to our portfolio, in a
transaction that will be part-funded by a GBP25 million equity
raise available to all existing shareholders and fully underwritten
by our majority shareholder, Growthpoint.
"The centre will be accretive to income from day one, with the
agreed price representing a significant discount to the replacement
cost and providing us with a highly attractive entry point from
which we can create value. In addition, we have arranged terms with
Morgan Stanley to staple debt to the acquisition at a 40% LTV
capped at a cost of 6.5% fixed for 5 years.
"We have also identified a number of asset management
opportunities to create value including refining the tenant mix, a
renewed focus on leasing to improve occupancy and income, whilst
enhancing the centre's appeal to the growing and affluent catchment
in south western Edinburgh."
Key Highlights:
A well-established community shopping centre with opportunities
for short and medium-term value creation:
-- GBP40 million acquisition of The Gyle, a 415,000 square feet
well-established and designed community shopping centre on a
50-acre site in Edinburgh.
-- The Gyle is complementary to the Company's existing portfolio
and provides an opportunity for Capital & Regional to apply its
management capability and experience to improve the centre's retail
and services offering, consistent with the Company's community
shopping centre strategy which was launched in December 2017.
-- The Property will require minimal immediate capital
expenditure but the Company anticipates that there is a clear
medium-term opportunity for significant value add initiatives from
the Company's existing resources and from utilising the Group's
expertise.
-- The Gyle comprises 88 retail units and is anchored by a Marks
& Spencer store and Morrisons supermarket as well.
-- The Property's retail space is let at approximately GBP6.8
million and approximately GBP5.77 million of annual gross rent and
net rental income, respectively, with strong rent collection and
headline occupancy of 94 per cent. as well as a weighted average
unexpired lease term of 2.1 years.
-- The asset is being acquired at a net initial yield of 13.51%
that is expected to rebase to around 12%.
-- With a 2022 footfall of 8.6 million, the Property has 2,800
free car parking spaces and directly serves two large affluent
residential areas, as well as the commercial areas of South Gyle
and Edinburgh Park. It is also served by the tram system which
links the nearby airport to Edinburgh City centre, further
improving access and footfall.
First step in rescaling the Company following a period of
restructuring and sectorial challenges:
-- The Board believes that the Company has now largely completed
the balance sheet and corporate elements of its Refocus,
Restructure and Recapitalise strategy and is now in a much stronger
position, having delivered a good financial and operational
performance over 2022 and for the first half of 2023.
-- As such the Board believes the Company is well placed to
deliver increased shareholder value through the ongoing
remerchandising programmes across the existing portfolio, as well
as through selective investment in attractive opportunities and the
utilisation of its scalable management platform.
Summary of Transaction and Capital Raising:
-- Acquisition of The Gyle for a consideration of GBP40 million
in cash on completion to be financed through existing funds held by
the Company, a GBP16 million debt facility and the proceeds from a
fully underwritten Open Offer.
-- The Company is proposing to raise proceeds of approximately
GBP23.4 million (net of fees, costs and expenses) by way of an open
offer of 46,278,681 Open Offer Shares, with the Issue Price
representing a 5.43 per cent. discount to the Closing Price of 57.1
pence per Ordinary Share as at the Latest Practicable Date.
-- Qualifying Shareholders are being given an opportunity to
apply for Open Offer Shares at the Issue Price on the following pro
rata basis: 4 Open Offer Shares at 54 pence each for every 15
Existing Ordinary Shares held and registered in their name at the
Record Date or the SA Record Date (as applicable).
Description of the Property and Summary of Terms of the
Acquisition
The Company has entered into the Acquisition Agreement with Gyle
Shopping Centre Trustee Limited (the "Seller") to acquire The Gyle
Shopping Centre in Edinburgh for a total acquisition consideration
of GBP40 million, excluding acquisition costs.
The Acquisition will be funded by existing funds held by the
Company, a GBP16 million debt facility, an Open Offer proposing to
raise proceeds of approximately GBP23.4 million (net of fees, costs
and expenses), and the Group's existing cash resources.
The Gyle Shopping Centre is a well-established and designed
community shopping centre anchored by a Marks & Spencer store
incorporating a new 15,000 square foot food hall and Morrisons
supermarket. The centre is located six miles west of Edinburgh city
centre in a mixed-use area. The centre directly serves two large
affluent residential areas which lie to the north and east of the
Property as well as the commercial areas of South Gyle and
Edinburgh Park which are to the south and west.
On 10 August 2023, the Company's subsidiary, C&R Retail 1
Limited exchanged contracts with the Seller, for the acquisition of
the Property in consideration for the payment of GBP40 million on
completion (conditional upon completion of the Capital Raising). A
non-refundable deposit of approximately GBP1 million (the
"Deposit") was paid on 10 August 2023. Failure to complete the
Acquisition will result in forfeiture of the Deposit, unless the
Seller does not fulfil its obligations under the Acquisition
Agreement, in which case the Deposit will be returned in full to
C&R Retail 1 Limited by the Seller.
The final payment due to the Seller on completion of the
Acquisition will be the purchase price less the Deposit, being
approximately GBP39 million.
The acquisition of The Gyle Shopping Centre is expected to
deliver significant earnings enhancement in the first full year of
ownership.
Under the FCA Listing Rules, the Acquisition constitutes a Class
2 transaction and, as such, this announcement is made in accordance
with the Company's disclosure obligations pursuant to Chapter 10 of
the FCA Listing Rules.
Capital Raising/Open Offer
The Capital Raising is being implemented by way of an open
offer. The Company is proposing to raise proceeds of approximately
GBP23.4 million (net of fees, costs and expenses) by way of an open
offer of 46,278,681 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: 4 Open Offer Shares at 54 pence (converted to Rand at the
Sterling exchange rate for SA Shareholders) each for every 15
Existing Ordinary Shares held and registered in their name at the
Record Date.
The Sterling/Rand Exchange Rate to be applied is 24.13180 ZAR to
1 GBP as at 9 August 2023. Accordingly, the Issue Price per Open
Offer Share in Rand is R13.03117. The SA Shareholder Ratio of
Entitlement will be: 4 Open Offer Shares at R13.03117 per share for
every 15 Existing Ordinary Shares held and registered in their name
on the SA register and at the Record Date.
The Issue Price represents a 5.43 per cent. discount to the
Closing Price of 57.1 pence per Ordinary Share as at the Latest
Practicable Date.
Subject to the terms and conditions of the Underwriting
Agreement, Growthpoint has agreed to subscribe in cash for
28,865,018 Open Offer Shares at the Issue Price, being
Growthpoint's full Open Offer Entitlements. Growthpoint has also
agreed to underwrite the Capital Raising by subscribing at the
Issue Price for such number of Open Offer Shares as are not taken
up by Qualifying Shareholders under the Open Offer.
Posting of Prospectus
The Company also confirms that a prospectus, which contains
further details regarding the Open Offer (the "Prospectus"), will
be posted to Shareholders later today upon receipt of the relevant
regulatory approvals, along with the Application Form (where
applicable). A further announcement will be made once the
prospectus has been approved.
The terms and conditions of the Open Offer for the Company's
shares held on the SA Register is set out in the Supplementary
Information Memorandum which will be distributed with the
Prospectus.
The person responsible for arranging for the release of this
announcement on behalf of Capital & Regional is Stuart
Wetherly, Company Secretary.
-S -
For further information:
Capital & Regional plc 020 7932 8000
Lawrence Hutchings
Stuart Wetherly
Panmure Gordon (UK) Limited (Sponsor, Joint Financial Adviser
and Joint Broker)
Amrit Mahbubani 020 7886 2500
Atholl Tweedie
Ailsa Macmaster
David Watkins
Numis Securities Limited (Joint Financial Adviser and Joint
Broker)
Ben Stoop 020 7260 1000
Will Rance
Java Capital (JSE Sponsor)
Shivani Bhikha +27(0)78 120 6931
Daniel Ross +27(0)83 716 8665
FTI Consulting
Richard Sunderland 020 3727 1000
Maria Saud
Oliver Parsons
capreg@fticonsulting.com
About Capital & Regional plc:
Capital & Regional is a UK focused retail property REIT
specialising in shopping centres that dominate their catchment,
serving the non-discretionary and value orientated needs of the
local communities. It has a track record of delivering value
enhancing retail and leisure asset management opportunities across
a portfolio of tailored in-town community shopping centres.
Using its in-house expert property and asset management platform
Capital & Regional owns and/or manages shopping centres in
Hemel Hempstead, Ilford, Maidstone, Redditch, Walthamstow and Wood
Green.
Capital & Regional is listed on the main market of the
London Stock Exchange (LSE) and has a secondary listing on the
Johannesburg Stock Exchange (JSE).
For further information see www.capreg.com .
IMPORTANT NOTICES
This Announcement and the information contained in it is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly into jurisdictions other
than the United Kingdom and South Africa and may be restricted by
law. Persons into whose possession this Announcement comes should
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. 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 from any jurisdiction where to do
so would or might contravene local securities laws or
regulations.
Panmure Gordon (UK) Limited ("Panmure"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Sponsor,
joint financial adviser and joint broker 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, for 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. Neither Panmure nor any of its
affiliates (nor any of their respective directors, officers,
employees or agents), owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Panmure in connection with this announcement, any
statement contained herein or otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as joint
financial adviser and joint broker 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 customers of Numis nor for providing advice
to any other person in relation to the matters referred to in this
announcement. Neither Numis nor any of its affiliates (nor any of
their respective directors, officers, employees or agents), owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Numis in connection
with this announcement, any statement contained herein or
otherwise.
Java Capital Trustees and Sponsors Proprietary Limited ("Java"),
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, for
the contents of this announcement or for providing any advice in
relation to this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed by the FCA, Financial Services and Markets Act 2000
or the JSE or the regulatory regime established thereunder, none of
Panmure, Numis or Java, or any person affiliated with them, accept
any responsibility whatsoever and make no representation or
warranty, express or implied, in respect of the contents of this
announcement including its accuracy or completeness or for any
other statement made or purported to be made by any of them, or on
behalf of them, in connection with the Company or any matter
described in this announcement and nothing in this announcement is
or shall be relied upon as a promise or representation in this
respect, whether as to the past or future. None of Panmure, Numis
or Java have approved the contents of, or any part of, this
announcement and no liability whatsoever is accepted by Panmure,
Numis or Java for the accuracy of any information or opinions
contained in this announcement and accordingly, each of Panmure,
Numis and Java and their respective affiliates disclaim, to the
fullest extent permitted by law, all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise have to any person, other than
the Company, in respect of this announcement or any such
statement.
This Announcement is for information purposes only and does not
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.
The Open Offer Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United
States. There will not be any public offering of the Open Offer
Shares in the United States.
Any forward-looking statements in this announcement reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations and growth strategy. Potential investors
should specifically consider the factors identified in this
announcement which could cause actual results to differ before
making an investment decision. A number of factors could cause
results and developments of the Group to differ materially from
those expressed or implied by the forward-looking statements
including, without limitation, general economic and business
conditions, industry trends, competition, changes in regulation,
currency fluctuations, changes in its business strategy, political
and economic uncertainty and other factors discussed in the
sections headed "Risk Factors" of this announcement. Past
performance of the Company is not necessarily indicative of future
performance.
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
1. INTRODUCTION
Capital & Regional announced today that C&R Retail 1
Limited, a wholly owned subsidiary of the Company, has entered into
the Acquisition Agreement with the Seller to acquire The Gyle
Shopping Centre in Edinburgh for a total acquisition consideration
of GBP40 million, excluding acquisition costs. The purchase is in
line with Capital & Regional's ambition of seeking selective
opportunities to grow the Company and further utilise its leading
management expertise and skills in delivering its tried and tested
community centre strategy.
Under Chapter 10 of the UK Listing Rules, the acquisition of The
Gyle Shopping Centre constitutes a Class 2 transaction.
Accordingly, the Acquisition does not necessitate shareholder
approval.
The consideration for the Acquisition is to be financed through
existing funds held by the Company, a new debt facility of GBP16
million and the proceeds to be received pursuant to the fully
underwritten Capital Raising, for which further detail is included
below.
2. DESCRIPTION OF THE PROPERTY
The Gyle Shopping Centre is a well-established and designed
community shopping centre which is anchored by a Marks &
Spencer store incorporating a new 15,000 square foot food hall and
a Morrisons supermarket. The centre is located six miles west of
Edinburgh city centre in a mixed-use area. The centre directly
serves two large affluent residential areas which lie to the north
and east of the Property as well as the commercial areas of South
Gyle and Edinburgh Park which are to the south and west.
The Gyle Shopping Centre, which originally opened in 1993,
contains 415,000 square feet of retail and ancillary floor space
(205,455 square feet excluding the anchor stores). The Property
will require minimal immediate capital expenditure but the Company
believes that there is a clear medium term opportunity for
significant value add initiatives from the Company's existing
resources and from utilising the Group's expertise. Over the last
full calendar year to December 2022 the shopping centre saw annual
footfall of 8.6 million. The two anchor stores, occupied by Marks
& Spencer (including the food hall) and Morrisons, extend to
129,751 square feet and 79,257 square feet respectively, have been
let to the retailers on long-leaseholds at peppercorn rents.
The total site covers 50 acres which currently comprises the 88
retail units primarily across a single floor with a small upper
food court, as well as 2,800 free car parking spaces. In addition,
the centre is served by the tram system which links the nearby
airport to Edinburgh City centre with a stop in the centre's car
park, further improving access and footfall.
In addition to Marks & Spencer and Morrisons other key
tenants include: Next, Boots, WH Smith, Bank of Scotland,
Superdrug, Everything Everywhere, Beaverbrooks the Jewellers,
Barrhead Travel Service, Chisholm Hunter Jewellers and River
Island.
The retail space is let at an annual gross rent of circa GBP6.8
million and has a current annual net rental income of GBP5.77
million. The headline occupancy is currently 94 per cent. by floor
area with average rent of GBP33 per square foot excluding the two
anchor stores. Rent collection for the quarter to April 2023 stands
at 93 per cent. The weighted average unexpired lease term at the
Property is 2.1 years.
The centre provides an opportunity for Capital & Regional to
apply its management capability and experience to improve the
centre's retail and services offering consistent with the Company's
community shopping centre strategy which was launched in December
2017.
3. SUMMARY OF TERMS OF THE acquisition
On 10 August 2023, the Company's subsidiary, C&R Retail 1
Limited exchanged contracts with the Seller, for the acquisition of
the Property in consideration for the payment of GBP40 million in
cash on completion, (conditional upon completion of the Capital
Raising). A non-refundable deposit of approximately GBP1 million
(the "Deposit") was paid on 10 August 2023. Failure to complete the
Acquisition will result in forfeiture of the Deposit, unless the
Seller does not fulfil its obligations under the Acquisition
Agreement, in which case the Deposit will be returned in full to
C&R Retail 1 Limited by the Seller. The final payment due to
the Seller on completion of the Acquisition will be the purchase
price less the Deposit, being approximately GBP39 million subject
to certain adjustments relating to the Property that are customary
for a transaction of this nature.
The Acquisition Agreement contains indemnities from C&R
Retail 1 Limited to the Seller that are customary for a transaction
of this nature. The Acquisition Agreement is conditional upon
Admission occurring on or before 27 September 2023.
4. SUMMARY OF TERMS OF THE CAPITAL RAISING
Introduction
The Capital Raising is being implemented by way of an open
offer. The Company is proposing to raise proceeds of approximately
GBP23.4 million (net of fees, costs and expenses) by way of an open
offer of 46,278,681 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: 4 Open Offer Shares at 54 pence each for every 15 Existing
Ordinary Shares held and registered in their name at the Record
Date or the SA Record Date (as applicable).
The Issue Price represents a 5.43 per cent. discount to the
Closing Price of 57.1 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 Offer Shares. The Open
Offer shares will not qualify for the interim dividend of 2.75
pence per share declared on 10 August 2023. The Open Offer Shares
will be denominated in Sterling.
Subject to various conditions referred to below, Growthpoint,
the Company's major shareholder, has agreed to subscribe in cash at
the Issue Price for its Open Offer Entitlements in full, being
28,865,018 Open Offer Shares. Growthpoint has also agreed to
underwrite the Capital Raising by subscribing for such number of
Open Offer Shares as are not taken up by Qualifying Shareholders
under the Open Offer. Immediately following completion of the
Capital Raising, and if no Open Offer Shares were taken up by
Qualifying Shareholders under the Open Offer, Growthpoint would
hold approximately 70.29 per cent. of the Enlarged Share
Capital.
The aggregate net proceeds of the Capital Raising, after
deduction of expenses, are expected to be approximately GBP23.4
million.
Applications will be made to: (i) the FCA for the Open Offer
Shares to be admitted to listing on the premium segment of the
Official List and an application will be made to the London Stock
Exchange for the Open Offer Shares to be admitted to trading on the
Main Market and (ii) 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 effective and that dealings in the Open Offer
Shares will commence on the Main Market at 8:00 a.m. (London time)
on 4 September 2023 and that SA Admission will become effective and
that dealings in the Open Offer Shares will commence on the Main
Board of the JSE at 9:00 a.m. (South African time) on 4 September
2023.
The Open Offer Shares will be in registered form and from
Admission will be capable of being held in uncertificated form and
title to such shares may be transferred by means of a relevant
system (as defined in the CREST Regulations). The Open Offer Shares
will be admitted with the ISIN GB00BL6XZ716 and SEDOL (Stock
Exchange Daily Official 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 Offer, 46,278,681 Open Offer Shares will be made
available to Qualifying 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:
4 Open Offer Shares for every 15 Existing Ordinary Shares
held and registered in their name at the Record Date or the SA
Record Date (as applicable).
There is no excess application facility in respect of the Open
Offer.
Qualifying Shareholders may apply for any whole number of Open
Offer Shares subject to the limit of their Open Offer Entitlements.
In the case of Qualifying Non-CREST Shareholders, the Open Offer
Entitlements is equal to the number of Open Offer Entitlements as
shown in Box 2 on their Application Forms, or in the case of
Qualifying 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 Offer is not a rights
issue. As such, Qualifying 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 Offer may only be
made by the Qualifying Shareholder originally entitled or by a
person entitled by virtue of a bona fide market claim. Open Offer
Shares for which application has not been made under the Open Offer
will not be sold in the market for 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 24 August 2023.
Valid applications under the Open Offer will be satisfied in full
up to an applicant's Open Offer Entitlements (rounded down to the
nearest whole number).
Details of the entitlements for Qualifying Shareholders on the
SA Register are set out in the Supplementary Information
Memorandum.
Not all Shareholders will be Qualifying 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 Qualifying Non-CREST
Shareholders, the Application Form. The terms and conditions of
application for Qualifying Shareholders on the SA Register are set
out in the accompanying Supplementary Information Memorandum. These
terms and conditions should be read carefully before an application
is made. Shareholders who are in any doubt about the Open Offer
arrangements should consult their stockbroker, bank manager,
solicitor, accountant or other duly authorised appropriate
financial adviser.
Applications under the Open Offer are not subject to any minimum
subscription requirement.
To the extent that Open Offer Shares remain unallocated pursuant
to the Open Offer, they will be subscribed for by Growthpoint
subject to the terms and conditions set out in the Underwriting
Agreement.
Underwriting Arrangements
Subject to the terms and conditions of the Underwriting
Agreement, Growthpoint has agreed to subscribe in cash for
28,865,018 Open Offer Shares at the Issue Price, being
Growthpoint's full Open Offer Entitlements. Growthpoint has also
agreed to underwrite the Capital Raising by subscribing at the
Issue Price for such number of Open Offer Shares as are not taken
up by Qualifying Shareholders under the Open Offer.
The obligations of Growthpoint under the Underwriting Agreement
are subject to certain conditions, among others:
(a) the despatch of the Prospectus to Shareholders (other than
those who the Company determines are not entitled to receive
copies);
(b) an application being made to Euroclear UK &
International to admit the Open Offer Shares to CREST;
(c) Admission occurring;
(d) the Government of South Africa or the South African 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;
(e) the Acquisition Agreement not having been terminated prior
to Admission and having become unconditional in all respects prior
to Admission, save with respect to any condition related to
Admission; and
(f) the Gyle Facility Agreement not having been terminated or
rescinded prior to Admission, having become unconditional in all
respects prior to Admission, save with respect to any condition
related to Admission, and all conditions to drawdown under the Gyle
Facility Agreement having been met.
No fee is payable by the Company to Growthpoint under the terms
of the Underwriting Agreement in connection with the underwriting
of the Open Offer by Growthpoint.
Growthpoint can also meet its subscription and underwriting
obligations in whole or in part through Growthpoint Nominees.
Immediately following completion of the Capital Raising, and if no
Open Offer Shares were taken up by Qualifying Shareholders under
the Open Offer, Growthpoint would hold approximately 70.29 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 8 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 or Supplementary Information Memorandum.
5. BACKGROUND TO AND REASONS FOR THE PROPOSED TRANSACTION
Strategic Progress
Following the industry wide challenges which were materially
exacerbated by the effects of the Covid-19 pandemic and which
continued throughout 2020 and 2021, the Company undertook
initiatives to strengthen its balance sheet and reduce debt. The
Board believes the Company has now largely completed the balance
sheet and corporate elements of its Refocus, Restructure and
Recapitalise strategy reducing the Company's net LTV ratio from 72
per cent. as at 30 June 2021 to 44.8 per cent. at 30 June 2023. As
such the Board believes the Company is well placed to deliver
increased shareholder value through the ongoing remerchandising
programmes across the existing portfolio as well as through
selective investment in attractive opportunities.
The Company is now in a much stronger position and delivered a
good financial performance over 2022 and for the first half of
2023. The Company's strengthened financial position and improved
profitability supported a resumption of the dividend for 2022 and
the first half of 2023. With footfall trending back close to 2019
levels, rent collection much improved, retail failures
significantly lower and a slowdown in the growth of online retail,
the Company is optimistic that its business model is well
positioned for growth and can utilise the scalability of its
management platform to deliver enhanced returns for
shareholders.
Market Backdrop
After the significant challenges of 2020 and 2021, the retail
environment facing the Company currently is more nuanced. On the
positive side, during 2022 we saw an end to the pandemic
restrictions imposed by the UK Government, with all traders open
for business and footfall trending back upwards towards 2019
levels. Although the Group is aware that on 3 August 2023 Wilko
filed a notice of intention to appoint an administrator, on the
whole retail failures in the last 12 months have been down on the
previous 5 years, rent collection levels have much improved and
valuations have stabilised. Counteracting these positive trends,
the UK economy has faced increasing difficulties from low growth,
high inflation and a sharp end to over a decade of very low
interest rates accompanying a fall in consumer confidence.
Despite fears that retailer trading would be materially affected
by these factors, retail sales have generally been robust, albeit
with volumes slightly below 2019 levels. Footfall in the Company's
centres for the first six months of 2023 was 5.1 per cent. ahead of
2022 and reached 86.7 per cent. of 2019 levels.
Another notable positive is the maturing of online retail after
two years of acceleration in the long cycle structural shift from
the pure traditional physical retail distribution channel to
digital and online distribution. The high costs associated with
online retailing have forced many online retailers to increase
costs, introduce delivery charges and place levies on customer
returns in order to address profitability. This is especially
evident in the low margin, low price point categories including
grocery and pharmacy as well as the volume and value home and
apparel markets where the Company's community strategy is focussed.
This has been evident in the recovery in footfall and occupancy
across the Company's centres over the past 12 months and the
stability the Group is seeing in valuations despite increases in
gilt rates that are typically highly correlated to commercial
property values .
Based on these trends, the Company is optimistic that its
business model of investing in Community centres which meet the
non-discretionary goods and services needs of the local population,
is well placed to benefit from a steady recovery in physical retail
and weather the current economic headwinds.
Investment Opportunity
The Company identified The Gyle Shopping Centre as an attractive
acquisition opportunity and has agreed to acquire the asset via an
off-market process. The asset is being acquired at a net initial
yield of 13.51 per cent. that is expected to rebase to around 12%.
The acquisition price of GBP40 million equates to a capital value
of approximately GBP100 per square foot which is approximately a
60% discount to replacement cost. The GBP40 million also represents
a more than 80% reduction to the peak valuation.
The Acquisition will strengthen the Company's shopping centre
portfolio and continues its strategy of investing in community
shopping-centres that provide needs-based, non-discretionary and
value-orientated retail goods and services, in line with the
Company's ambition of seeking selective opportunities to grow the
Company. The Board believes that the continued growth of the
Company depends on the acquisition of new value-accretive schemes.
The Acquisition will substantially increase the size of the Group's
property portfolio and represents a significant advance in the
Company's development as a UK-focused retail property REIT, as well
as providing a degree of geographical diversification in comparison
to the Group's existing portfolio. The acquisition of The Gyle
Shopping Centre is expected to deliver significant earnings
enhancement in the first full year of ownership.
The Company's existing property portfolio is weighted to London
and the South East. The Gyle Shopping Centre offers geographical
diversification yet shares similar characterises to the Company's
other assets, given its close proximity to one of the largest city
centres in the UK and a capital city. Edinburgh is a top 10 city in
the UK by population and viewed as one of the major UK city
economies outside of London.
The Gyle Shopping Centre is aligned to the Company's community
shopping centre approach. The centre is an important part of the
local community, centrally located with strong transport links and
high density of surrounding residential property. The retailer mix
is also attractive and brings increased diversification to the
Group's portfolio, with greater exposure to grocery.
The scalability of the Company's management platform means that
management of the asset can be undertaken with no significant
addition to the Group's central overhead.
Asset Potential
T he centre is modern, well designed and laid out in the classic
"dumbbell" shape with anchors at either end of the Property, which
helps to drive footfall to the speciality stores where the majority
of income is derived. Whilst the Company will benefit from the
centre's well established position in an affluent and growing trade
area, as well as its good operational performance, the Company's
management has identified a number of areas of further potential to
create value as follows:
- Driving rental growth and improving the 2.1 years' weighted
average unexpired lease term, through leasing up vacant space, as
well as lease regears and extensions
- Immediately utilising their well established skills in
repositioning and improving tenancy mix through intensive
operational management and leasing to improve relevance of the
centre to its catchment, aligning closely with their tried and
tested community centre strategy
- The Property will require minimal immediate capital
expenditure. The Company anticipates that there is a clear medium
term opportunity for significant value add initiatives from the
Company's existing resources and from utilising the Group's
expertise, including:
-- Refreshing the trading environment through selective
expenditure on reconfiguring units and developing under leased
space; and
-- Improving the centre's services and its car parking access and experience.
Over the longer term the Company has identified a number of
potential opportunities to work with the two anchor tenants to
unlock development potential through better utilisation of their
store footprints and land site development.
Environmental, Social and Governance Considerations
It is the Company's intention to adopt a comprehensive approach
to ESG across the centre, applying the same rigour to the centre as
for the Group's existing assets. This would include a range of
initiatives including:
- analysis of the pathway to net-zero carbon emissions using the
Carbon Risk Real Estate Monitor benchmarks to identify the required
interventions to reduce the energy unit intensity;
- launching the energy performance certification management plan;
- using the Group's Community Wheel of Support, an initiative
which actively assists locally led projects to improve the
communities the Group serves, to support the social aspect of
ESG;
- completing ESG training with the on-site team and complete tenant engagement; and
- adding the centre to the TCFD audit covering climate risk.
6. INFORMATION ON Capital & Regional
The Company is a UK focused retail property REIT specialising in
community shopping centres that serve the non discretionary and
value-orientated needs of their local communities, across a
portfolio currently comprising five properties with a total
portfolio value of approximately GBP329.7 million, as at 30 June
2023. The principal activity of the Company is the generation of
rental income and capital growth from its role as a property owner,
operator and asset manager. The Company is listed on the main
market of the London Stock Exchange and has a secondary listing on
the JSE.
The Group owns five shopping centres in Hemel Hempstead, Ilford,
Maidstone, Walthamstow and Wood Green. The Company manages these
assets through its in-house property and asset management platform.
In addition, the Group owns Snozone, the largest indoor ski slope
operator in the UK. The Group also operates the indoor ski resort
at the Xanadu Centre in Madrid.
The Group's business is focused on acquiring, enhancing and
managing community shopping centres. The Group aims to generate
sustainable income and capital value growth by combining active
asset management with operational excellence.
Further details on Capital & Regional are set out in Part 2
, Part 5 and Part 8 of the Prospectus .
7. CURRENT TRADING, TRS AND PROSPECTS
Since 30 June 2023, Capital & Regional has traded in line
with the Directors' expectations.
In the Interim Results Statement issued on 10 August 2023, the
Company noted that valuations have continued to stabilise alongside
income which, together with a maturing of the structural changes
that have impacted physical retailing over the past five years,
have reinforced the Group's confidence in its portfolio, platform
and UK community centres.
Outlook
The Company is confident that the strong operational performance
and defensive nature of the Company's assets, allied to the actions
taken over the last two years to reposition the Company and its
balance sheet, leave the Group well placed to continue to perform,
despite some of the current broader economic uncertainties.
The Directors will also continue to explore selective
opportunities (such as the Acquisition) to grow the business and
further utilise the Company's leading management expertise and
skills in delivering its tried and tested community centre
strategy.
The Interim Results Statement is incorporated by reference into
the Prospectus, as detailed in Part 9 of the Prospectus.
8. USE OF PROCEEDS OF THE CAPITAL RAISING
The Capital Raising will deliver proceeds of approximately GBP25
million (before costs) and net proceeds of approximately GBP23.4
million to the Company. The Group intends to utilise the net
proceeds of the Capital Raising to fund the Acquisition as
described above.
Approximately GBP1.6 million of the proceeds from the Capital
Raising will be used to pay fees and expenses incurred in
connection with the Proposed Transaction.
9. EFFECTS OF THE CAPITAL RAISING AND THE ACQUISITION
Dilutionary impact of the Capital Raising
If a Qualifying Shareholder does not take up any of its Open
Offer Entitlements, such Qualifying Shareholder's holding, as a
percentage of the Enlarged Share Capital, will be diluted by 21.05
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 Offer 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 Offer and will therefore
experience dilution as a result of the Capital Raising.
10. ADMISSION TO TRADING OF OPEN OFFER SHARES
Subject to the Capital Raising becoming unconditional,
applications will be made to: (i) the FCA for the Open Offer Shares
to be admitted to listing on the premium segment of the Official
List (ii) to the London Stock Exchange for the Open Offer Shares to
be admitted to trading on the Main Market and (iii) 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 of the Open Offer Shares will
become effective and dealings would commence by 8:00 a.m. (London
time) on 4 September 2023 and SA Admission of the Open Offer Shares
will become effective and dealings will commence by 9:00 a.m.
(South African time) on 4 September 2023 whereupon an announcement
will be made by the Company through a RIS and on SENS.
The Open Offer Shares will be issued by the Company free of all
liens, charges and encumbrances and will, when issued and fully
paid, rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after Admission.
11. Dividend policy
The Company's dividend policy is to distribute across the full
financial year a dividend of at least 90 per cent. of the Company's
EPRA Earnings.
For the year ended 30 December 2022, the Company has paid or
declared aggregate dividends of 5.25 pence per share. For the
six-month period ended 30 June 2023, the Company declared an
interim dividend of 2.75 pence per share. The Open Offer shares
will not qualify for the interim dividend.
12. ACTION TO BE TAKEN IN RESPECT OF THE OPEN OFFER
Qualifying Non-CREST Shareholders
Qualifying Non-CREST Shareholders have been sent Application
Forms giving details of their Open Offer Entitlements.
Qualifying Non-CREST Shareholders wishing to apply for Open
Offer Shares must complete the Application Form, in accordance with
the instructions set out in paragraph 4 of Part 3 of the Prospectus
and in the Application Form and return it with the appropriate
payment in the envelope addressed to Equiniti by post to Equiniti,
Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex
BN99 6DA so as to be received as soon as possible and, in any
event, not later than 11:00 a.m. (London time) on 24 August
2023.
If you do not wish to apply for any Open Offer Shares under the
Open Offer, you should not complete or return the Application
Form.
Persons that have sold or otherwise transferred all of their
Ordinary Shares should forward the Prospectus, together with any
Application Form, if and when received, at once to the purchaser or
transferee, or the bank, stockbroker or other agent through whom
the sale or transfer was effected, for delivery to the purchaser or
transferee, except that, such documents should not be sent to any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations including, but not limited to, the
Excluded Territories. Any Shareholder that has sold or otherwise
transferred only some of their Ordinary Shares held in certificated
form before 8:00 a.m. (London time) on 10 August 2023 should refer
to the instruction regarding split applications in the Terms and
Conditions of the Open Offer at paragraph 4.1.2 of Part 3 of the
Prospectus and the Application Form.
Qualifying CREST shareholders
Qualifying CREST Shareholders have not been sent an Application
Form. Instead, Qualifying CREST Shareholders will receive a credit
to their appropriate stock accounts in CREST in respect of their
Open Offer Entitlements as soon as practicable after 8:00 a.m.
(London time) on 4 September 2023.
In the case of any Qualifying Shareholder that has sold or
otherwise transferred only part of their holding of Open Offer
Shares held in uncertificated form on or before 8:00 a.m. (London
time) on 4 September 2023, a claim transaction will automatically
be generated by Euroclear which, on settlement, will transfer the
appropriate Open Offer Entitlements to the purchaser or
transferee.
The ISIN of the Open Offer Entitlements is GB00BQB6FG92 and the
SEDOL is BQB6FG9 .
Qualifying Shareholders on the SA Register
Qualifying Shareholders on the SA Register should read and
follow the instructions set out in the accompanying Supplementary
Information Memorandum.
General
The latest time for acceptance by Qualifying Shareholders under
the Open Offer is expected to be 11:00 a.m. (London time) on 24
August 2023, unless otherwise announced by the Company.
Further details of the terms and conditions of the Open Offer,
including the procedure for acceptance and payment and the
procedure in respect of Open Offer Entitlements, are set out in
Part 3 (Terms and Conditions of the Open Offer) of the Prospectus
and, where relevant, in the Application Form and the Supplementary
Information Memorandum.
If you are in any doubt as to what action you should take, you
are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant, fund manager or other independent financial adviser
authorised under the FSMA if you are resident in the United Kingdom
or, if you are not, from another appropriately authorised
independent financial adviser.
13. IRREVOCABLE UNDERTAKINGS
The Company has received irrevocable undertakings from the
following directors in their capacity as Shareholders to take up,
or procure the take up of, their full entitlements under the Open
Offer to subscribe for in aggregate 73,117 Open Offer Shares: David
Hunter, Ian Krieger, Laura Whyte, Lawrence Hutchings, Norbert Sasse
and Stuart Wetherly.
In addition, Growthpoint has undertaken in the Underwriting
Agreement to take up its full entitlement under the Open Offer to
subscribe for 28,865,018 Open Offer Shares.
14. summary
The Board considers the Capital Raising will promote the success
of the Company, and is in the best interests of the Company and its
Shareholders as a whole.
Capital Raising Statistics
Closing Price as at the Latest Practicable Date 57.1 pence
of the Existing Ordinary Shares
Issue Price for each Open Offer Share 54 pence
Discount of Issue Price to the Closing Price as 5.43 per cent.
at the Latest Practicable Date
Number of Existing Ordinary Shares in issue as
at the Latest Practicable Date 173,545,054
Basis of Open Offer 4 Open Offer
Shares for
every 15 Existing
Ordinary Shares
Number of Open Offer Shares to be issued pursuant
to the Open Offer 46,278,681
Number of Ordinary Shares in issue immediately
following completion of the Capital Raising* 219,823,735
Open Offer Shares as a percentage of the Enlarged 21.05 per
Share Capital of the Company immediately following cent.
completion of the Capital Raising*
Estimated expenses in connection with the Capital GBP1.6 million
Raising
Estimated net proceeds receivable by the Company GBP23.4 million
from the 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 GB00BQB6FG92
SEDOL of the Open Offer Entitlements BQB6FG9
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
2023
----------------------------------------------------- ---------------------------
Record Date for Open Offer Entitlements close of business
on 8 August
Publication of interim results including 7.00 a.m. on 10
declaration of interim dividend August
Capital Raising, entry into the Acquisition 7:00 a.m. on 10
Agreement and Open Offer, GBP/ZAR exchange August
rate announced through a Regulatory Information
Service and SENS
Ex-Entitlements Time for the Open Offer 8:00 a.m. on 10
August
Publication and posting of this Prospectus, 10 August
the Supplementary Information Memorandum
and the Application Forms (to Qualifying
Non-CREST Shareholders only)
Record date to appear in the SA Register close of business
in order to receive the Prospectus and the on 10 August
Supplementary Information Memorandum
Publication of Notice of the Open Offer in 10 August
the London Gazette
Open Offer opens 8:00 a.m. on 11
August
Open Offer Entitlements enabled in CREST as soon as practicable
and credited to stock accounts in CREST (Qualifying after
CREST Shareholders only) 8:00 a.m. on 11
August
Recommended latest time for requesting withdrawal 4:30 p.m. on 18
of Open Offer Entitlements from CREST(3) August
Latest time and date for depositing Open 3:00 p.m. on 21
Offer Entitlements into CREST(4) August
Confirmation of ZAR equivalent and scrip 11:00 a.m. (South
dividend pricing and announcement of the African time) on
GBP/ZAR exchange rate through a Regulatory 22 August
Information Service and SENS
Latest time and date for splitting Application 3:00 p.m. on 22
Forms (to satisfy bona fide market claims August
only)
Latest time and date for receipt of completed 11:00 a.m. on 24
Application Forms and payments in full and August
settlement of CREST instructions (as appropriate)
Latest time and date for receipt of completed 12:00 p.m. (South
Application Forms and payments in full on African time) on
the SA Register (as appropriate) 24 August
Open Offer closes 11:00a.m. on 24
August
Results of Open Offer announced through a 25 August
Regulatory Information Service and SENS
Last date to trade to appear in the SA Register 5:00 p.m. on 29
in order to participate in the Scrip Dividend August
Scheme
Ex-dividend date on JSE 30 August
Ex-dividend date on LSE 31 August
Dividend record date for LSE and JSE and 1 September
date for last election to participate in
the Scrip Dividend Scheme
Results of Scrip Dividend Scheme announced 8:00 a.m. on 4
through a Regulatory Information Service September
and SENS
UK Admission of and commencement of dealings 8:00 a.m. on 4
in Open Offer Shares September
SA Admission of and commencement of dealings 9:00 a.m. (South
in Open Offer Shares African time) on
4 September
Open Offer Shares issued and credited to on or soon after
CREST accounts 8:00 a.m. on 4
September
Where applicable, expected date for despatch within 10 Business
of definitive share certificates for Open Days of Admission
Offer Shares in certificated form
Completion of the Acquisition 6 September
Dividend payment and Shares issued pursuant 22 September
to the Scrip Dividend Scheme
References to times in this timetable are to British Summer Time
("BST"), unless otherwise stated.
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
Panmure and Numis, in which event details of the new times and
dates will be notified to the FCA, the London Stock Exchange, the
JSE 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 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 in relation to this announcement 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.
(London time) Monday to Friday (except public holidays in England
and Wales). Calls to the Shareholder Helpline from outside the UK
are charged at applicable international rates. Different charges
may apply to calls made from mobile telephones and calls may be
recorded and monitored randomly for security and training purposes.
Equiniti cannot provide advice on the merits of the Capital Raising
nor give any financial, legal or tax advice.
-- JSE Investor Services Helpline for Shareholders registered on
the SA Register, on 0861 472 644 if calling from within South
Africa (or +27 11 029 0112 for Shareholders registered on the SA
Register calling from outside South Africa) between 8:00 a.m. and
4:00 p.m. (South African time) from Monday to Friday, excluding
public holidays in South Africa. Calls made from within South
Africa will be charged at the standard geographic rate and will
vary by provider. Calls made from outside of South Africa will be
charged at the applicable international rates. Lines are open
between 8:00 a.m. and 4:00 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:
17&Central Walthamstow the shopping centre owned by the Group
as more particularly described in paragraph
3.1 of Part 2 of the Prospectus
Acquisition the acquisition by C&R Retail 1 Limited
of The Gyle Shopping Centre, Edinburgh
on the terms and subject to the conditions
set out in the Acquisition Agreement
Acquisition Agreement the agreement entered into between C&R
Retail 1 Limited and the Seller dated 10
August 2023, as further described in paragraph
9.3 of Part 8 of the Prospectus
Admission together, the UK Admission and SA Admission
Admission and Disclosure the "Admission and Disclosure Standards"
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 Qualifying Non-CREST Shareholders
may apply for Open Offer 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
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 in relation to a share or other security,
certificated form 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 Capital & Regional PLC, a public limited
& Regional 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 Reference 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 defined 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
Directors the executive directors and non-executive
directors of the Company, whose names appear
on page 31 of the Prospectus
Disclosure Guidance the rules relating to the disclosure of
and Transparency Rules information made in accordance 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 Earnings measures established by the European Public
Real Estate Association for the calculation
of earnings per share, being profit / (loss)
after tax excluding gains on asset disposals
and revaluations, movements in the fair
value of financial instruments, intangible
asset movements and the capital allowance
effects of IAS 12 "Income Taxes" where
applicable, less tax arising on these items,
divided by the weighted average number
of shares in issue during the year excluding
own shares held
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 defined 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 federal, 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 Offer Shares could constitute or result
in a non-exempt violation of any such substantially
similar law
ESG environmental, social and governance
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 & International 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. (London time) on 10 August 2023
Exchange, Ilford the shopping centre owned by the Group
as more particularly described in paragraph
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 the 173,545,054 Ordinary Shares in issue
Shares as at the Latest Practicable Date
Financial Conduct the Financial Conduct Authority of the
Authority or FCA United Kingdom
FSMA the Financial Services and Markets Act
2000, as amended
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 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 Ordinary Shares on behalf of
any such person or partnership
Growthpoint Relationship has the meaning given in paragraph 9.8
Agreement of Part 8 of the Prospectus
HMRC HM Revenue & Customs
IFRS International Financial Reporting Standards
as issued by the International Accounting
Standards Board and, for the purposes of
the Prospectus, as adopted by the United
Kingdom
Interim Results the interim unaudited financial statements
for the period beginning 31 December 2022
and ended on 30 June 2023
Interim Results Statement the interim financial statements of the
Group for the six months ended 30 June
2023
IPD interest payment date
ISIN International Securities Identification
Number
Issue Price 54 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 Africa
JSE Sponsor or Java Java Capital Trustees and Sponsors Proprietary
Limited, in its capacity as South African
sponsor to the Company
Knight Frank Knight Frank LLP
Latest Practicable the latest practicable date prior to the
Date publication of the Prospectus, being 9
August 2023
Listing Rules the Listing Rules made by the FCA under
Part VI of FSMA
London Gazette the daily publication issued in London
with such name
London Stock Exchange London Stock Exchange PLC
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 Blackburn the shopping centre disposed of by the
Group pursuant to a sale agreement as more
particularly described in paragraph 9.5
of Part 8 of the Prospectus
Mall Luton the shopping centre disposed of by the
Group pursuant to a sale agreement as more
particularly described in paragraph 9.6
of Part 8 of the Prospectus
Mall LP the Mall LP, being a limited partnership
which is wholly owned by the Group
Mall Maidstone 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 the Market Abuse Regulation (EU) No. 596/2014
or MAR 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 the Money Laundering, Terrorist Financing
Regulations and Transfer of Funds (Information on the
Payer) Regulations 2017
NatWest National Westminster Bank plc
Net Asset Value or the net asset value
NAV
Net Rental Income the Group's share of the rental income,
or NRI 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
Numis Numis Securities Limited
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 4 Open Offer
Shares for every 15 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 46,278,681 new Ordinary Shares to be
offered to Qualifying Shareholders pursuant
to the Open Offer
Ordinary Shares or ordinary shares of GBP0.10 each in the
Shares 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
Panmure Panmure Gordon (UK) Limited
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, the lawful currency of the United Kingdom
Sterling or GBP
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 the property valuation reports prepared
Reports by the relevant Property Valuer and set
out in Part 6 of the Prospectus
Property Valuers CBRE and Knight Frank
Proposed Transaction the Capital Raising and Acquisition
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 the Prospectus Regulation Rules published
Rules by the FCA under Section 73A of FSMA in
accordance with the Prospectus Regulation
Qualifying CREST Qualifying Shareholders holding Ordinary
Shareholders Shares on the UK Register in uncertificated
form on the Record Date
Qualifying Non-CREST Qualifying Shareholders holding Ordinary
Shareholders Shares in certificated form on the Record
Date or the SA Record Date (as applicable)
Qualifying Shareholders holders of Ordinary Shares who are entered
on the UK Register on or before the Record
Date and/or the SA Register on the SA Record
Date and remain on such register at the
Record Date and/or the SA Record Date with
the exclusion of Overseas Shareholders
with a registered address in or who are
resident in any Excluded Territory
RBS The Royal Bank of Scotland plc
Record Date 8 August 2023
Receiving Agent Equiniti
Regulation S Regulation S under the US Securities Act
Regulatory Information one of the regulatory information services
Service or RIS authorised by the 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
RICS Valuation - the Royal Institution of Chartered Surveyors
Global Standards (RICS) Valuation Global Standards (effective
from 31 January 2022)
SA Admission the admission of the Open Offer Shares
to listing and trading on the Main Board
SA Record Date 10 August 2023
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
Scrip Dividend Scheme the scrip dividend scheme operated by the
Company in terms of which Shareholders
may be offered the option to receive new
Ordinary Shares instead of a cash dividend
SDRT stamp duty reserve tax
Seller Gyle Shopping Centre Trustee Limited as
Trustee of the Gyle Shopping Centre Unit
Trust
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 Panmure, acting in its capacity as sponsor
to the Company pursuant to Chapter 8 of
the Listing Rules
Sponsor and Open the sponsor and open offer agreement between
Offer Agreement the Company, Panmure and Numis, as further
described in paragraph 9.1 of Part 8 of
the Prospectus
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
Supplementary Information the supplementary information memorandum
Memorandum sent with the Prospectus to Qualifying
Shareholders on the SA Register
Takeover Code the City Code on Takeovers and Mergers
TCFD Task Force on Climate-related Financial
Disclosures
The Gyle Shopping The shopping centre located at South Gyle
Centre or the Property Broadway, Edinburgh EH12 9JY
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 recorded on the relevant register of the
in uncertificated share or security concerned as being held
form 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 8 of the Prospectus
United Kingdom or the United Kingdom of Great Britain and
UK 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 a duly completed Application Form and payment
in full for 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
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END
ACQFIFELTRIILIV
(END) Dow Jones Newswires
August 10, 2023 02:00 ET (06:00 GMT)
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