Publication and Posting of Circular relating to Disposal of X-Leisure Business and Rule 9 Waiver
Further to the announcement by Capital & Regional plc on 4 December 2012 in relation to the sale of its 11.9% stake in the X-Leisure Fund and its 50% interest in X-Leisure Limited to a subsidiary of Land Securities Group plc, the Group announces that a Circular has been published and posted to shareholders seeking consent to complete this disposal. The Board unanimously recommends that shareholders vote in favour of the disposal. The Directors confirm that they will vote in favour of their holdings, representing 30.8% of the issued share capital of the Company.
The Group also confirms the X-Leisure Fund unit holders have today agreed the various governance, ownership and fee amendments.
The Disposal of the X-Leisure Business is in accordance with the Group's strategy of selling non-core assets enabling the Group to increasingly focus on, and grow, the core UK shopping centre business. The net cash proceeds of the Disposal are expected to be approximately £30.4 million. The Board intends to use part of the proceeds to further de-leverage the Group and potentially increase the Company's stake in The Mall Fund or acquire complementary shopping centre assets with joint venture partners, In addition the Group intends to use part of the proceeds to buy up to 10 per cent. of the Company's shares in issue, subject to market conditions.
As the result of the proposed share buyback, the Company's Concert Party shareholder may own up to a maximum 32.46 per cent. of the voting rights in the Company. Therefore the Independent Shareholders will be asked, by a proposed ordinary resolution, to waive an obligation on the Concert Party which may arise under Rule 9 of the Takeover Code as a result of the Company purchasing ordinary shares in the market.
The Circular sets out further details of both the Disposal and the Rule 9 Waiver. The General Meeting will be held at The Rubens Hotel, Rembrandt Suite, 39 Buckingham Palace Road, London, SW1W 0PS on 10 January 2013 at 11.00am.
A copy of the Circular will be available for inspection at the registered office of Capital & Regional plc at 52 Grosvenor Gardens, London, SW1W 0AU, during normal business hours on any business day with effect from today and up to and including the conclusion of the General Meeting. In addition, the Circular will be submitted to and made available on the National Storage Mechanism (which can be accessed at www.hemscott.com/nsm.do) and will shortly be available to view on the Company's corporate website (www.capreg.com).