TIDMCAL
RNS Number : 5133Q
Growthpoint Properties Limited
21 October 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM, ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
21 October 2019
Announcement regarding Recommended Partial Offer and
Subscription for Shares by Growthpoint Properties Limited
("Growthpoint")
Introduction
On 17 October 2019, the directors of Growthpoint Properties
Limited and the directors of Capital & Regional plc ("Capital
& Regional") announced that they had reached agreement on a
recommended substantial investment by Growthpoint in Capital &
Regional through a Partial Offer and Share Subscription (the
"Proposed Transaction").
Additional Irrevocable Undertaking
In addition to its previously announced irrevocable undertakings
(the "Original Irrevocable Undertakings"), which remain binding
with regards the Proposed Transaction, Growthpoint announces that
it has received an irrevocable undertaking from Oak Trust
(Guernsey) Limited to (i) accept (or procure the acceptance of) the
Partial Offer at the Offer Price in respect of 2,666,596 shares
representing 44.4 per cent. of its aggregate holding and
approximately 1.2 per cent. of the aggregate number of Capital
& Regional Shares which are the subject of the Partial Offer;
and (ii) vote (or procure the vote) in favour of the Resolutions[1]
at the Capital & Regional General Meeting in respect of
6,000,000 Capital & Regional Shares representing, in aggregate,
approximately 0.8 per cent. of the issued share capital of Capital
& Regional as at 18 October 2019 (being the last Business Day
prior to the date of this Announcement). This irrevocable will
cease to be binding if the Partial Offer lapses or is
withdrawn.
Following the receipt of this additional irrevocable undertaking
Growthpoint has received irrevocable undertakings to (i) accept (or
procure the acceptance of) the Partial Offer at the Offer Price in
respect of a total of 128,689,438 Capital & Regional Shares,
representing, in aggregate, approximately 17.7 per cent. of the
issued share capital of Capital & Regional as at 18 October
2019 (being the last Business Day prior to the date of this
Announcement) and approximately 58.6 per cent. of the aggregate
number of Capital & Regional Shares which are the subject of
the Partial Offer; and (ii) vote (or procure the vote) in favour of
the Resolutions(1) at the Capital & Regional General Meeting in
respect of a total of 300,828,977 Capital & Regional Shares,
representing, in aggregate, approximately 41.4 per cent. of the
issued share capital of Capital & Regional as at 18 October
2019 (being the last Business Day prior to the date of this
Announcement).
Capitalised terms used but not defined in this announcement have
the meanings given to them in the announcement in relation to the
Proposed Transaction released by Growthpoint on 17 October
2019.
Enquiries:
Growthpoint
Lauren Turner, Investor Relations +27 (0) 11 944 6346
Goldman Sachs (Financial adviser to Growthpoint)
Nick Harper
Olivier Frendo
Dimitri Vlachos +44 (0) 20 7774
Benjamin Holt 1000
Goldman Sachs International ("Goldman Sachs"), which is
authorised by the Prudential Regulation Authority ("PRA") and
regulated by the Financial Conduct Authority ("FCA") and the PRA in
the United Kingdom, is acting as financial adviser to Growthpoint
and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
Growthpoint for providing the protections afforded to clients of
Goldman Sachs, or for giving advice in connection with the matters
described in this Announcement or any matter referred to herein.
Neither Goldman Sachs nor any of its subsidiaries, branches or
affiliates 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 Goldman Sachs in connection with this Announcement or any matter
referred to herein.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published (subject to certain restrictions
relating to persons resident in restricted jurisdictions) at
www.growthpoint.co.za by no later than 12 noon (London time) on the
business day following this announcement. The content of the
website referred to above is not incorporated into and does not
form part of this announcement.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10(th) 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 City 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 Takeover 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.
[1] the (i) ordinary resolution to approve the authority to
allot the Subscription Shares; (ii) special resolution to disapply
statutory pre-emption rights in respect of the Subscription Shares;
and (iii) the Partial Offer Resolution, in each case, to be
proposed at the Capital & Regional General Meeting in
connection with the Proposed Transaction
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPUAONRKBARURA
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