CRP : Rule 2.9 Announcement:
CAPITAL & REGIONAL PLC
(Incorporated in the United Kingdom)
(UK company number 01399411)
LSE share code: CAL JSE share code: CRP
(‘Capital & Regional’ or ‘the Company’)
RULE 2.9 ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
For immediate release
Rule 2.9 Announcement
Following the Company’s announcement earlier today regarding a possible partial offer and subscription for shares
in the Company by Growthpoint Properties Limited, and in accordance with Rule 2.9 of the City Code on Takeovers
and Mergers (the ‘Code’), the Company confirms that, as at the close of business on Tuesday, 10 September 2019
(being the business day prior to the date of this announcement), it had in issue 726,389,117 ordinary shares of P0.01
each with ISIN number GB0001741544. The Company holds no shares in treasury.
The total number of shares attracting voting rights in the Company is therefore 726,389,117. This figure may be used
by shareholders to determine the percentage of issued share capital they hold in the Company and if they are required
to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and
Capital & Regional:
Lawrence Hutchings, Chief Executive Officer Tel: +44 (0)20 7932 8000
Stuart Wetherly, Group Finance Director
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it
has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and
short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire
or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed
to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
11 September 2019
Notes to editors:
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 strong track record of delivering value enhancing retail and leisure asset management opportunities
across a c. P0.8 billion portfolio of in-town shopping centres.
Capital & Regional owns seven shopping centres in Blackburn, Hemel Hempstead, Ilford, Luton,
Maidstone, Walthamstow and Wood Green. Capital & Regional manages these assets through its in-house
expert property and asset management platform.
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 capreg.com/
Date: 11/09/2019 04:00:00
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