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CAPITAL & REGIONAL PLC - Result of General Meeting

Release Date: 02/11/2021 07:30
Code(s): CRP     PDF:  
Wrap Text
Result of General Meeting

CAPITAL & REGIONAL PLC
("Capital & Regional", the "Company", or the "Group")
(Incorporated in the United Kingdom)
(UK company number 01399411)
LSE share code: CAL JSE share code: CRP
LEI: 21380097W74N9OYF5Z25
ISIN: GB00BL6XZ716

Result of General Meeting

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM THE UNITED STATES, ANY MEMBER OF THE EUROPEAN ECONOMIC AREA, AUSTRALIA,
CANADA, JAPAN OR NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATION.

On 14 October 2021 the Company announced details of a proposed restructuring and reduction of the
Group’s Mall Facility, to be part-funded by a fully underwritten open offer Capital Raising (the "Open
Offer", or the “Capital Raising”) to raise gross proceeds of £30 million (the "Open Offer", or the “Capital
Raising”). A prospectus was published by the Company on 14 October 2021 setting out details of the
Open Offer.

The Company announces that at the General Meeting held earlier today all of the Resolutions were
duly passed on a poll.

Full details of the Resolutions, together with explanatory notes, are set out in the Company's
Prospectus dated 14 October 2021 including the notice of General Meeting which is available on the
Company's website at https://capreg.com/.

All Resolutions were proposed as ordinary resolutions.

The voting was held on a poll and the number of votes 'for' and 'against' each of the Resolutions and
the number of votes 'withheld' were as follows:

 No    Resolution                         For                Against      Total Votes Cast      Withheld
                                                                                (Excluding
                                                                                 Withheld)
                             No. of        %        No. of        %         No. of      %         No. of
                             Votes                  Votes                   Votes                  Votes

    Authority to
 1. Allot Shares          79,287,751    99.99       6,996       0.01    79,294,747  100.0         61,952
    
    Approval of
    the Long
    Term
    Retention
 2. Awards                74,164,267    93.56   5,107,522       6.44   79,272,149   100.0         84,550
       
    Approval of
    amendment
 3. to the LTIP           78,136,341    98.54   1,156,835       1.46   79,293,536   100.0         63,163

(1) Where shareholders have appointed the Chairman of the meeting as their proxy with discretion
as to voting those votes have been cast in favour of all of the resolutions.

(2) A vote withheld is not a vote in law and is not counted in the calculation of the votes 'For' or
'Against' a resolution nor the 'Total Votes Cast.'

(3) The number of ordinary shares in issue on 29 October 2021 was 111,819,626. Shareholders are
entitled to one vote per ordinary share.

Admission
Application has been made to the Financial Conduct Authority for the Open Offer Shares to be
admitted to the premium listing segment of the Official List, to the London Stock Exchange for the
Open Offer Shares to be admitted to trading on its Main Market for listed securities and to the JSE for
the Open Offer Shares to be admitted to trading on its Main Board. It is expected that UK Admission
will become effective, and that dealings in the Open Offer Shares will commence, at 8.00 a.m. on 5
November 2021 and that SA Admission will become effective and that dealings in the Open Offer
Shares will commence on the Main Board of the JSE at 10.00 a.m. (South African time) on 5 November
2021 (or such later date as the Company Investec (acting as Financial Adviser, Sponsor and JSE
Sponsor) and Numis Securities Limited (acting as Broker) may agree, being not later than 8.00 a.m. on
19 November 2021).

The Open Offer Shares when issued will rank, from Admission, pari passu in all respects with the
Existing Ordinary Shares.

The Capital Raising remains conditional, inter alia, upon:
•   the Sponsor and Open Offer Agreement having become unconditional in all respects, save for the
    condition relating to Admission, and not having been terminated in accordance with its terms
    before Admission occurs; and
•   Admission having become effective.

A copy of the Resolutions passed, will today be submitted to the National Storage Mechanism in
accordance with Listing Rule 9.6.2. The Resolutions will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Defined terms in this announcement bear the same meanings as in the announcements made by the
Company on 14 October 2021.

A copy of this announcement will be available to view on the Company's website
https://capreg.com/.

Total Voting Rights
On 5 November 2021, subject to satisfaction of the conditions and following admission of the New
Ordinary Shares, the Company's enlarged issued share capital shall comprise 165,399,863 Ordinary
Shares with voting rights in the Company. This figure may be used by Shareholders as the denominator
for the calculations by which they will determine if they are required to notify their interest in, or a
change in the interest in, the share capital of the Company under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.


Enquiries:
For further information please contact:

Capital & Regional plc                                                    +44 207 932 8000
Lawrence Hutchings, Chief Executive Officer
Stuart Wetherly, Chief Financial Officer
Investec (Financial Adviser, Sponsor and JSE Sponsor)                      +44 207 597 5970
Charles Barlow / David Anderson / Ben Farrow
Karl Priessnitz / Kyle Rollinson

Numis Securities Limited (Broker)                                          +44 207 260 1000
Ben Stoop / Dipayan Chakraborty

FTI Consulting (Communications Advisory Firm)                              +44 203 727 1000
Richard Sunderland / Claire Turvey                                         capreg@fticonsulting.com


IMPORTANT NOTICES
This Announcement and the information contained in it is restricted and is not for release, publication
or distribution, in whole or in part, directly or indirectly into jurisdictions other than the United
Kingdom and South Africa and may be restricted by law. Persons into whose possession this
Announcement comes should inform themselves about and observe any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, each of the persons involved in the
Capital Raising disclaim any responsibility or liability for the violation of such restrictions by any
person. In particular, copies of this Announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where
to do so would or might contravene local securities laws or regulations.

Investec Bank plc, which is authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting as Sponsor and financial adviser in relation to the Capital Raising exclusively for
the Company and no one else in connection with the matters referred to in this Announcement, and
will not be responsible to anyone other than the Company for providing the protections afforded to
its clients, for the contents of this Announcement or for providing any advice in relation to the Capital
Raising, the contents of this Announcement or any other matter referred to in this Announcement.
Investec Bank Limited, which is authorised and regulated in South Africa by, inter alia, the Financial
Sector Conduct Authority, is acting as JSE Sponsor in relation to the Capital Raising exclusively for the
Company and no one else in connection with the matters referred to in this Announcement, and will
not be responsible to anyone other than the Company for providing the protections afforded to its
clients, for the contents of this Announcement or for providing any advice in relation to the Capital
Raising, the contents of this Announcement or any other matter referred to in this Announcement.
Numis Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for the Company and no-one else in connection with the Capital
Raising and any other matters referred to in this Announcement, and will not regard any other person
as its client in relation to such matters and will not be responsible to anyone other than the Company
for providing the protections afforded to clients of Numis or for providing advice in relation to the
Capital Raising, the contents of this Announcement or any other matter referred to in this
Announcement.

This Announcement is for information purposes only and does not constitute an offer to sell or an
invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to
the Capital Raising or otherwise in any jurisdiction. The Capital Raising is being made solely pursuant
to the terms of the Prospectus which contains the full terms and conditions of the Open Offer, and in
the case of Company shares held in certificated form on the UK Register, the Form of Acceptance. The
terms and conditions of the Open Offer for Company shares held in certificated form on the SA
Register is set out in the Supplementary Information Memorandum. This Announcement includes
statements that are, or may be deemed to be, forward-looking statements. These forward-looking
statements can be identified by the use of forward-looking terminology, including the terms:
“anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “should” or
“will”, or, in each case, their negative or other variations or comparable terminology, or by discussions
of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements
include all matters that are not historical facts. They appear in a number of places throughout this
Announcement and include, but are not limited to, statements regarding the Company’s and/or
Directors’ intentions, beliefs or current expectations concerning, amongst other things, the Group’s
results of operations, financial position, prospects, growth, strategies and expectations for the retail
property market. By their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future.

No statement in this Announcement is intended as a profit forecast or estimate for any period.
This Announcement has not been approved by the Financial Conduct Authority or the London Stock
Exchange.

Date: 02-11-2021 07:30:00
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