Growthpoint Properties Limited Update re: Partial Offer and Subscription (5133Q)

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 This irrevocable will cease to be binding if the Partial Offer lapses or is withdrawn.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                  [phone] 
 Goldman Sachs (Financial adviser to Growthpoint) 
  Nick Harper 
  Olivier Frendo 
  Dimitri Vlachos                                    [phone] 
  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 [phone] 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 [e-mail] or visit www.rns.com.

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October 21, 2019 02:39 ET (06:39 GMT)