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.
THIS IS AN
ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE UK
CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT
CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM
OFFER WILL BE MADE.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
23 May 2024
Statement regarding Capital &
Regional plc
Vukile Property Fund Limited ("Vukile") notes
the recent announcement by the Board of Capital & Regional plc
("Capital & Regional") regarding a potential
transaction.
Vukile confirm that it has submitted a
non-binding indicative proposal to the Board of Capital &
Regional regarding a possible cash and share offer for the entire
issued, and to be issued, share capital of Capital & Regional
Vukile's consideration of such an offer is at an early
stage.
This announcement does not constitute
a firm intention to make an offer and,
accordingly, there can be no certainty that any
offer for Capital & Regional will be made, nor as to the terms
on which any offer might be made.
In accordance with Rule 2.6(a) of the Code,
Vukile must, by not later than 5.00 p.m. on 20 June 2024, either
announce a firm intention to make an offer for Capital &
Regional in accordance with Rule 2.7 of the Code or announce that
they do not intend to make an offer for Capital & Regional, in
which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies. This deadline will be extended only
with the consent of Capital & Regional and the Takeover Panel
in accordance with Rule 2.6(c) of the Code.
A further statement will be made as
appropriate.
Enquiries:
Vukile Property
Fund Limited
Laurence Rapp
+27 83 266 3011
Marijke
Coetzee
+27
82 852
0247
BofA Securities
(Financial Adviser to Vukile)
Stephen
Little
+44 20 7628 1000
Geoff Iles
Marcus Jackson
Anthony Knox
Gbolawoyi Ajayi
Important
information
This announcement is not intended to, and does
not, constitute, represent or form part of any offer, invitation or
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities or the
solicitation of any vote or approval in any jurisdiction whether
pursuant to this announcement or otherwise.
The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
Merrill Lynch International ("BofA Securities"),
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
exclusively for Vukile and for no one else and will not be
responsible to anyone other than Vukile for providing the
protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement. Neither
BofA Securities, nor any of its 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 BofA Securities in connection
with this announcement, any statement contained herein or
otherwise.
Website
publication
A copy of this announcement will be made
available, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on Vukile's website
(https://www.vukile.co.za/sens) by no later than noon
(London time) on the business day following this announcement. The
content of this website is not incorporated into and does not form
part of this announcement.
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 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.