Publication of Circular and Prospectus
12 Marzo 2010 - 6:21AM
UK Regulatory
TIDMLII
RNS Number : 5138I
Liberty International PLC
12 March 2010
12 March 2010
Liberty International PLC - Publication of Prospectus and Circular
Further to the announcement on 9 March 2010 by Liberty International of its
intention to separate into two businesses, Capital Shopping Centres and Capital
& Counties, Liberty International today announces that the outstanding approvals
in respect of the South African listing status of both businesses have been
received and are satisfactory to the Liberty International Board. Further
details of such listing status are provided in Appendix 1 of this announcement.
Accordingly, the Circular and Prospectus in connection with the Demerger have
now been published and are available to view and to download on Liberty
International's website:
http://www.liberty-international.co.uk/investors/shareholder_info/liberty_inter
ational_demerger.
Copies of the Circular along with forms of proxy for the Liberty International
Extraordinary General Meeting will be sent to all Shareholders shortly. Copies
of the Prospectus will shortly be available in hard copy between 08h30 and 17h00
on any business day, up to and including 17 May 2010, at the following places:
· The registered office of Liberty International at 40 Broadway, London SW1H
0BT, United Kingdom;
· Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom; and
· Edward Nathan Sonnenbergs, 150 West Street, Sandton, 2196, South Africa.
Both the Circular and the Prospectus will shortly be available for inspection at
the Document Viewing Facility at the Financial Services Authority, 25 The North
Colonnade, Canary Wharf, London E14 5HS.
The latest time for receipt of forms of proxy from Shareholders is 11.00 a.m. on
Monday 5 April, with the Liberty International Extraordinary General Meeting
being held at 11.00 a.m. on Wednesday 7 April at One Whitehall Place,
Westminster, London, SW1A 2HD. The Demerger is expected to become unconditional
on Friday 7 May 2010.
The appendices to this announcement contain further details of the Demerger
timetable, including details of trading and settlement arrangements for Capital
& Counties Properties PLC and Capital Shopping Centres Group PLC on the LSE and
the JSE, as well as definitions relevant to this announcement.
Enquiries
Liberty International PLC
Tel: +44 (0) 20 7960 1200
David Fischel
Ian Durant
Rothschild
Joint Financial adviser and sole Sponsor in the UK and South Africa
Tel: +44 (0) 20 7280 5000
Alex Midgen
Duncan Wilmer
David Lake
BofA Merrill Lynch
Joint Financial adviser and joint Broker
Tel: +44 (0) 20 7628 1000
Simon Mackenzie-Smith
Simon Fraser
UBS Investment Bank
Joint Broker
Tel: +44 (0) 20 7567 8000
Hew Glyn
Davies
Jonathan Bewes
Public relations
UK - Hudson Sandler
Tel: +44 (0) 20 7796 4133
Michael Sandler
SA - College Hill
Tel: +27 (0) 11 447 3030
Nicholas Williams
This announcement is not a prospectus but an advertisement and investors should
not acquire any new ordinary shares in Capital & Counties referred to in this
announcement except on the basis of the information contained in the prospectus
to be published by Capital & Counties and any supplement or amendment thereto.
This announcement is for information purposes only and does not constitute an
offer to sell or the solicitation of an offer to buy any securities or
investment advice in any jurisdiction.
The securities to which this announcement relate have not been and are not
required to be registered under the US Securities Act. These securities have not
been approved or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any US regulatory authority,
nor have any of the foregoing authorities passed upon or endorsed the merits of
the offering of these securities or the accuracy or adequacy of this document.
Any representation to the contrary is a criminal offence in the United States
Rothschild is acting as sole sponsor and joint financial adviser in the UK and
South Africa to Liberty International and Capital & Counties in respect of the
Demerger. Rothschild is acting for Liberty International and Capital & Counties,
and in the case of Rothschild South Africa, the JSE, and no one else in
connection with the Demerger, and will not regard any other person as a client
in relation to the Demerger and will not be responsible to anyone other than
Liberty International and Capital & Counties, and in the case of Rothschild
South Africa, the JSE, for providing the protections afforded to their
respective clients or for providing advice in relation to the Demerger or any
matters referred to in this announcement.
Merrill Lynch International (a subsidiary of Bank of America Corporation) ("BofA
Merrill Lynch") is acting exclusively for Liberty International and no one else
in connection with the Demerger and will not regard any other person as a client
in relation to the Demerger, nor will they be responsible to anyone other than
Liberty International for providing the protections afforded to clients of
Merrill Lynch International or for providing advice in connection with the
Demerger, any transaction or arrangement referred to in this announcement or the
contents of this announcement. Merrill Lynch International will also act as
joint broker to Capital & Counties upon the listing of its shares.
UBS Limited ("UBS Investment Bank") is acting as joint broker to Liberty
International and Capital & Counties in respect of the Demerger. UBS Limited is
acting for Liberty International and Capital & Counties and no one else in
connection with the Demerger, and will not regard any other person as a client
in relation to the Demerger and will not be responsible to anyone other than
Liberty International and Capital & Counties for providing the protections
afforded to their respective clients or for providing advice in relation to the
Demerger or any matters referred to in this announcement.
APPENDIX 1
South African Exchange Control, and Admission and Dealings
For South African exchange control purposes, the secondary listing of Capital
Shopping Centres Group PLC on the JSE will retain the current classification of
Liberty International as a domestic listing and its shares will have the same
exchange control status as shares of a South African registered company listed
on the JSE. Therefore all South African resident investors, including South
African resident institutional investors, will be able to hold shares in Capital
Shopping Centres Group PLC on its South African register free of any South
African exchange control restrictions save for those restrictions imposed by the
South African Reserve Bank on all foreign companies that have been granted
domestic listing status.
The secondary listing of Capital & Counties Properties PLC on the JSE will be,
for South African exchange control purposes, an inward listing and the listing
of the Capital & Counties Ordinary Shares on the JSE will be treated as foreign
assets in the hands of South African resident Qualifying Shareholders with the
following consequences:
· South African resident investors who are individuals, corporate entities
or trusts may continue to hold, sell or buy Capital & Counties Ordinary Shares
on the Capital & Counties SA Register without restriction; and
· South African resident institutional shareholders may only hold Capital &
Counties Ordinary Shares as part of their foreign portfolio allowances. South
African resident institutional investors who are Qualifying Shareholders and who
receive their Capital & Counties Ordinary Shares as a direct consequence of the
Demerger, which receipt results in their foreign portfolio allowances being
exceeded, will be, in terms of the approval received from the exchange control
department of the South African Reserve Bank, granted 24 months to realign their
portfolios following their receipt of the Capital & Counties Ordinary Shares.
Capital & Counties Properties PLC will continue to engage in discussions with
the South African Reserve Bank and the South African National Treasury regarding
the status of its secondary listing on the JSE with a view to obtaining a
directive from the Minister of Finance in South Africa classifying the listing
of Capital & Counties Properties PLC on the JSE as a domestic listing. However,
there can be no guarantee that such a directive will be obtained.
The Demerger is conditional (amongst other things) on:
· the approval by Shareholders; and
· the confirmation of the Liberty International Reduction of Capital by
the Court.
Following the Liberty International Reduction of Capital, the Demerger Assets
will be transferred to Capital & Counties Properties PLC in consideration for
which Capital & Counties Properties PLC will issue to Qualifying Shareholders:
One Capital & Counties Ordinary Share for each Liberty International Ordinary
Share
Shareholders will also continue to hold their existing shares in Liberty
International (which will be renamed Capital Shopping Centres Group PLC).
It should be noted that, although it is currently Liberty International's
intention that the Demerger should be concluded, Liberty International is
entitled to decide not to proceed with the Demerger at any time prior to the
Liberty International Reduction of Capital becoming effective if it determines
that it would not be in the interests of Shareholders. The Demerger is not
conditional on Admission.
Following the Demerger, Capital & Counties Properties PLC will also reduce its
share capital to create distributable reserves for the purpose of facilitating
the future payment of dividends and to meet its other needs.
The current expected timetable is set out in Appendix 2.
Application has been made to the UKLA for up to 633,956,783 Capital & Counties
Ordinary Shares of 80 pence each to be admitted to the Official List and for
such shares to be admitted to trading on the London Stock Exchange with LSE code
CAPC. The ISIN of the Capital & Counties Ordinary Shares will be GB00B62G9D36.
The JSE has approved the application for the secondary listing of the Capital &
Counties Ordinary Shares in issue in the "Financials-Financial Services-Real
Estate-Real Estate Holding & Development" sector of the JSE under the
abbreviated name CAPCO and JSE code CCO, with effect from 9.00 a.m. (South
African time) on Monday 10 May 2010.
The entitlement to receive Capital & Counties Ordinary Shares pursuant to the
Demerger is not transferable.
The Capital & Counties Ordinary Shares can be held in certificated or
uncertificated form. The certificates will not be renounceable.
The Capital & Counties Ordinary Shares will only be traded on the JSE as
dematerialised shares and accordingly all Shareholders who hold certificated
Capital & Counties Ordinary Shares will have to dematerialise their certificated
shares should they wish to trade on the JSE.
Pending the dispatch of certificates for Capital & Counties Ordinary Shares,
transfers of Capital & Counties Ordinary Shares in certificated form will be
certified against the register of the Company. Temporary documents of title have
not been, and will not be, issued in respect of Capital & Counties Ordinary
Shares.
Existing dividend mandates to bank or building society accounts given in
relation to dividends paid by Liberty International (including in relation to
the currency of such dividends) and instructions given to Liberty International
in relation to notices and other communications will be applied automatically to
the Capital & Counties Ordinary Shares received by Shareholders pursuant to the
Demerger unless a Shareholder gives an alternative notification.
It is expected that the name of Liberty International will change to Capital
Shopping Centres Group PLC at the close of business on Friday 7 May 2010. On
Monday 10 May 2010, the Liberty International Ordinary Shares will begin trading
on the LSE and the JSE under the new name Capital Shopping Centres Group PLC,
with LSE code CSCG, JSE code CSO and ISIN GB0006834344.
APPENDIX 2
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates given in this expected timetable are based on Liberty International's
current expectations and may be subject to change.
+---------------------------------------------------+------------+
| | 2010 |
+---------------------------------------------------+------------+
| Publication of Prospectus and Circular . . . . . | Friday 12 |
| . . . . . . . . . . . . . . . . . . | March |
+---------------------------------------------------+------------+
| Latest time and date for receipt of proxy forms . | 11.00 a.m. |
| . . . . . . . . . . . . . . . . . . . . . | on Monday |
| | 5 April |
+---------------------------------------------------+------------+
| Liberty International Extraordinary General | 11.00 a.m. |
| Meeting . . . . . . . . . . . . . . . . . . . | on |
| | Wednesday |
| | 7 April |
+---------------------------------------------------+------------+
| Court hearing to confirm Liberty International | Tuesday 4 |
| Reduction of Capital . . . . . . . . | May |
+---------------------------------------------------+------------+
| Liberty International Reduction of Capital | Friday 7 |
| becomes effective . . . . . . . . . . . . | May |
+---------------------------------------------------+------------+
| Change of name of Liberty International to | close of |
| Capital Shopping Centres Group PLC . . . . . . . | business |
| . . . . . . . . . . . . . . . . . . . . . . . . . | on Friday |
| . . . . . . . . . . . . . . . . . . . . . | 7 May |
+---------------------------------------------------+------------+
| Court hearing to confirm the Capital & Counties | Monday 17 |
| Reduction of Capital. . . . . . | May |
+---------------------------------------------------+------------+
| Capital & Counties Reduction of Capital becomes | Tuesday 18 |
| effective . . . . . . . . . . . . . | May |
+---------------------------------------------------+------------+
| EXPECTED TIMETABLE FOR LONDON STOCK EXCHANGE DEALINGS |
+----------------------------------------------------------------+
| Last day of dealings in Liberty International | Friday 7 |
| Ordinary Shares on the LSE cum entitlement to | May |
| participate in the Demerger . . . . . . . . . . . | |
| . . . . . . . . . . . . . . . | |
+---------------------------------------------------+------------+
| Transfers of Liberty International Ordinary | close of |
| Shares between the principal Liberty | business |
| International UK Register and the Liberty | on Friday |
| International SA Register prohibited . . . . . . | 7 May |
| . . . . . . . . . . . . . . . . . . . . . . . . . | |
| . . . . . . . . . . . . . . . . . . . | |
+---------------------------------------------------+------------+
| Commencement of dealings in the Capital & | 8.00 a.m. |
| Counties Ordinary Shares on the London Stock | on Monday |
| Exchange on a "when issued basis" (2)(3) . . . . | 10 May |
| . . . . . . . . . . . . . | |
+---------------------------------------------------+------------+
| First day of dealings in Liberty International | Monday 10 |
| (now Capital Shopping Centres) Ordinary Shares ex | May |
| entitlement to participate in the Demerger under | |
| LSE code CSCG . . . . . . . . . . . . . . . . . . | |
| . . . . . . . . . . . . . . . ........ . . . . . | |
| . . . . . | |
+---------------------------------------------------+------------+
| Record Time for the purposes of determining | 6.00 p.m. |
| holders of Liberty International Ordinary Shares | on Friday |
| entitled to participate in the Demerger. . . . . | 14 May |
| . . . . . . . . . . . . | |
+---------------------------------------------------+------------+
| End of prohibition on transfers of Liberty | close of |
| International Ordinary Shares between the | business |
| principal Liberty International UK Register and | on Friday |
| the Liberty International SA Register . . . . . . | 14 May |
| . . . . . . . . . . . . . . . . . . . . . . . . . | |
| . . .... | |
+---------------------------------------------------+------------+
| Admission to trading, listing of and commencement | 8.00 a.m. |
| of dealings in the Capital & Counties Ordinary | on Monday |
| Shares on the London Stock Exchange . . | 17 May |
+---------------------------------------------------+------------+
| EXPECTED TIMETABLE FOR JSE DEALINGS |
+----------------------------------------------------------------+
| Last day to trade Liberty International Ordinary | Friday 7 |
| Shares on the JSE in order to participate in the | May |
| Demerger . . . . . . . . . . . . . . . . . . . . | |
| . . . . . . ... | |
+---------------------------------------------------+------------+
| Last day to trade under the old name Liberty | Friday 7 |
| International (4) . . . . . . . . . | May |
+---------------------------------------------------+------------+
| Transfers of Liberty International Ordinary | close of |
| Shares between the principal Liberty | business |
| International UK Register and the Liberty | on Friday |
| International SA Register prohibited and | 7 May |
| registration of transfers of Liberty | (South |
| International Ordinary Shares on the Liberty | African |
| International SA Register suspended . . . . . . . | time) |
| . . . . . . . | |
+---------------------------------------------------+------------+
| Listing of and commencement of dealings in the | 9.00 a.m. |
| Capital & Counties Ordinary Shares on the JSE . . | (South |
| . . . . . . . . . . . . . . . . . . . . . . . . . | African |
| . . . . . . . . . . . . . . . . | time) on |
| | Monday 10 |
| | May |
+---------------------------------------------------+------------+
| Liberty International Ordinary Shares begin | Monday 10 |
| trading under the new name of Capital Shopping | May |
| Centres Group PLC under JSE code CSO ex | |
| entitlement to participate in the Demerger . . . | |
| . . . . . . . . . . . . . . . . . . . . . . . . . | |
| . . . . . . . . . | |
+---------------------------------------------------+------------+
| Record Time for the purposes of determining | 7.00 p.m. |
| holders of Liberty International Ordinary Shares | (South |
| entitled to participate in the Demerger and the | African |
| South African record date for name change . . . . | time) on |
| . . . . . . . . . . . . . . . . . . . . . . . . . | Friday 14 |
| . . . . . . | May |
+---------------------------------------------------+------------+
| End of prohibition on transfers of Liberty | close of |
| International Ordinary Shares between the | business |
| principal Liberty International UK Register and | on Friday |
| the Liberty International SA Register and end of | 14 May |
| suspension of registration of transfers of | (South |
| Liberty International Ordinary Shares in respect | African |
| of the Liberty International SA Register . . . . | time) |
| . . . . . . . . . . . . . . . . . . . . . . . . . | |
| . . . . . . . . . . . . . . . . . . . | |
+---------------------------------------------------+------------+
| EXPECTED TIMETABLE FOR SETTLEMENT |
+----------------------------------------------------------------+
| CREST accounts credited with Capital & Counties | 8.00 a.m. |
| Ordinary Shares . . . . . . . | on Monday |
| | 17 May |
+---------------------------------------------------+------------+
| CSDP and broker accounts credited with Capital & | 9.00 a.m. |
| Counties Ordinary Shares. | (South |
| | African |
| | time) on |
| | Monday 17 |
| | May |
+---------------------------------------------------+------------+
| Posting of share certificates for the Capital & | by Monday |
| Counties Ordinary Shares to Certificated | 24 May |
| Shareholders (including SA Certificated | |
| Shareholders). | |
+---------------------------------------------------+------------+
| |
+----------------------------------------------------------------+
| If any of the above times and/or dates change, the revised |
| times and/or dates will be notified to Shareholders by |
| announcement through the Regulatory Information Service of the |
| London Stock Exchange and the Securities Exchange News Service |
| of the JSE. |
+----------------------------------------------------------------+
| All times shown in this document are UK times unless otherwise |
| stated. South African time will be one hour ahead of UK time |
| from 28 March 2010. |
+---------------------------------------------------+------------+
Notes:
(1) These times and dates are indicative only and will depend, among other
things, on the date on which the Court sanctions the Liberty International
Reduction of Capital and/or the Capital & Counties Reduction of Capital (as the
case may be).
(2) Dealings on the London Stock Exchange in Capital & Counties Ordinary Shares
will commence at 8.00 a.m. on Monday 10 May 2010 on a "when issued basis" until
UK Admission. Dealings carried out on a "when issued basis" are in respect of
securities which are subject to an application for listing or trading which are
entered into before, and conditional upon, listing or trading becoming
effective. If UK Admission does not occur by 8.00 a.m. on Monday 17 May 2010,
all dealings made in Capital & Counties Ordinary Shares on the London Stock
Exchange will be of no effect. Such dealings will be at the sole risk of the
parties concerned.
(3) Dealings on the London Stock Exchange in Capital & Counties Ordinary Shares
on Monday 10 May 2010 and Tuesday 11 May 2010 will settle on UK Admission.
(4) Share certificates may not be dematerialised or rematerialised in the name
of Liberty International after Friday 7 May 2010. Share certificates in the new
name may be dematerialised or rematerialised from Monday 17 May 2010.
APPENDIX 3
DEFINITIONS
+------------------------+----------------------------------------+
| Admission . . . . . . | together, UK Admission and SA |
| . . . . . . . . . . . | Admission. |
| . | |
+------------------------+----------------------------------------+
| Admission and | the "Admission and Disclosure |
| Disclosure Standards | Standards" of the London Stock |
| | Exchange containing, among other |
| | things, the admission requirements to |
| | be observed by companies seeking |
| | admission to trading on the London |
| | Stock Exchange's main market for |
| | listed securities. |
+------------------------+----------------------------------------+
| Capital & Counties | the ordinary shares in the share |
| Ordinary Shares. . . . | capital of Capital & Counties |
| . . . . . . . . . . . | Properties PLC from time to time of 80 |
| . . . . . . . | pence each and, subject to the Capital |
| | & Counties Reduction of Capital |
| | becoming effective, 25 pence each. |
+------------------------+----------------------------------------+
| Capital & Counties | Capital & Counties Properties PLC, a |
| Properties PLC. . . . | company incorporated under the laws of |
| . . . . . . . . . . . | England and Wales (registered under |
| . . . . . . . . . | no. 07145051), with its registered |
| | office at 40 Broadway, London, SW1H |
| | 0BT and registered as an external |
| | company in South Africa (registered |
| | under no. 2010/003387/10), with its |
| | registered external office at Liberty |
| | Life Centre, 1 Ameshoff Street, |
| | Johannesburg, 2001. |
+------------------------+----------------------------------------+
| Capital & Counties | the proposed reduction of capital of |
| Reduction of Capital . | Capital & Counties Properties PLC |
| . . . . . . . . . . . | under the Companies Act 2006 as |
| . . . . . . . . . | further described in the Prospectus. |
+------------------------+----------------------------------------+
| Capital & Counties SA | the branch register of members of |
| Register | Capital & Counties Properties PLC in |
| | South Africa. |
+------------------------+----------------------------------------+
| Certificated | Shareholders who hold certificated |
| Shareholders . . . . . | Liberty International Ordinary Shares |
| . | on the Liberty International UK |
| | Register. |
+------------------------+----------------------------------------+
| Circular | the circular sent to Liberty |
| | International Shareholders and dated |
| | 12 March 2010 relating to the |
| | Demerger. |
+------------------------+----------------------------------------+
| Companies Act 2006 | the UK Companies Act 2006, as amended. |
+------------------------+----------------------------------------+
| Court . . . . . . . . | the High Court of Justice of England |
| . . . . . . . . . . . | and Wales. |
| . . . | |
+------------------------+----------------------------------------+
| CREST . . . . . . . . | the relevant system, as defined in the |
| . . . . . . . . . . . | CREST Regulations (in respect of which |
| . . | Euroclear UK & Ireland Limited is the |
| | operator as defined in the CREST |
| | Regulations). |
+------------------------+----------------------------------------+
| CREST Regulations . . | the Uncertificated Securities |
| . . . . . . . . | Regulations 2001 (SI 2001 No. 01/378), |
| | as amended. |
+------------------------+----------------------------------------+
| CSDP . . . . . . . . . | Central Securities Depositary |
| . . . . . . . . . . . | Participant. |
| . . | |
+------------------------+----------------------------------------+
| Demerger . . . . . . . | the demerger of the Demerger Assets |
| . . . . . . . . . . . | from Liberty International to be |
| . | implemented pursuant to the Liberty |
| | International Reduction of Capital. |
+------------------------+----------------------------------------+
| Demerger Assets . . . | Liberty International's central London |
| . . . . . . . . . | focused property investment and |
| | development division and Chinese fund |
| | investments which comprise the entire |
| | issued share capital of (i) Capital & |
| | Counties Limited, (ii) C&C Properties |
| | UK Limited, (iii) Capco Covent Garden |
| | Limited, (iv) C&C Management Services |
| | Limited, (v) Capvestco Limited, (vi) |
| | Liberty International Asset Management |
| | Ltd and (vii) Capco Group Treasury |
| | Limited, and any intercompany |
| | receivables owed by such companies or |
| | their subsidiaries to Liberty |
| | International. |
+------------------------+----------------------------------------+
| FSA | the UK Financial Services Authority. |
+------------------------+----------------------------------------+
| FSMA | the Financial Services and Markets Act |
| | 2000, as amended. |
+------------------------+----------------------------------------+
| JSE . . . . . . . . . | the JSE Limited (Registration number |
| . . . . . . . . . . . | 2005/022939/06), a company duly |
| . . . . | registered and incorporated with |
| | limited liability under the company |
| | laws of South Africa, licensed as an |
| | exchange under the Securities Services |
| | Act, 2004 (Act 36 of 2004). |
+------------------------+----------------------------------------+
| Liberty International | Liberty International PLC (which will |
| or Company | be renamed "Capital Shopping Centres |
| | Group PLC"), a company incorporated |
| | under the laws of England and Wales |
| | (registered under no. 03685527), with |
| | its registered office at 40 Broadway, |
| | London SW1H 0BT and registered as an |
| | external company in South Africa |
| | (registered under no. 1999/012910/10), |
| | with its registered external office at |
| | Liberty Life Centre, 1 Ameshoff |
| | Street, Johannesburg 2001, South |
| | Africa. |
+------------------------+----------------------------------------+
| Liberty International | the extraordinary general meeting of |
| Extraordinary General | the Company which is due to be held on |
| Meeting.. | Wednesday 7 April 2010, the notice of |
| | which is set out in the Liberty |
| | International Notice of Extraordinary |
| | General Meeting at the end of the |
| | Circular, or any reconvened meeting |
| | following any adjournment thereof. |
+------------------------+----------------------------------------+
| Liberty International | the notice set out at the end of the |
| Notice of | Circular giving Shareholders notice of |
| Extraordinary General | the Liberty International |
| Meeting. . | Extraordinary General Meeting. |
+------------------------+----------------------------------------+
| Liberty International | the ordinary shares in the share |
| Ordinary Shares . . . | capital of the Company from time to |
| . . . . . . . . . . . | time of 50 pence each. |
| . . . . . . . | |
+------------------------+----------------------------------------+
| Liberty International | the proposed reduction of capital of |
| Reduction of Capital . | the Company under the Companies Act |
| . . . . . . . . . . . | 2006 as further described in the |
| . . . . . . . | Prospectus. |
+------------------------+----------------------------------------+
| Liberty International | the branch register of members of the |
| SA Register . . . . . | Company in South Africa. |
| . . . . . . . . . . . | |
| . . . . | |
+------------------------+----------------------------------------+
| Liberty International | the register of members of the Company |
| UK Register | in the UK excluding, for the avoidance |
| | of doubt, the Liberty International SA |
| | Register. |
+------------------------+----------------------------------------+
| Listing Rules | the Listing Rules made by the FSA |
| | under Part VI of FSMA. |
+------------------------+----------------------------------------+
| London Stock Exchange | London Stock Exchange. |
| or LSE . | |
+------------------------+----------------------------------------+
| Official List . . . . | the Official List of the FSA pursuant |
| . . . . . . . . . . . | to Part VI of FSMA. |
| . | |
+------------------------+----------------------------------------+
| Prospectus . . . . . . | the prospectus issued by Capital & |
| . . . . . . . . . . . | Counties Properties PLC in connection |
| . | with Admission and dated 12 March |
| | 2010. |
+------------------------+----------------------------------------+
| Qualifying | holders of Liberty International |
| Shareholders | Ordinary Shares on the Liberty |
| | International SA Register and the |
| | Liberty International UK Register at |
| | the Record Time. |
+------------------------+----------------------------------------+
| Record Time . . . . . | as at 6 p.m. (UK time) / 7 p.m. (South |
| . . . . . . . . . . . | African time) on Friday 14 May 2010, |
| | being the date and time at which the |
| | Shareholders are required to be |
| | recorded on the Liberty International |
| | UK Register and Liberty International |
| | SA Register in order to participate in |
| | the Demerger, or as at 6 p.m. (UK |
| | time) / 7 p.m. (South African time) on |
| | such other Friday as the board of |
| | Liberty International (or any duly |
| | authorised committee thereof) may |
| | determine, provided that: (i) such |
| | Friday is the first Friday after the |
| | Liberty International Reduction of |
| | Capital becomes effective; (ii) prior |
| | approval of the JSE is obtained; and |
| | (iii) Liberty International notifies |
| | those Shareholders who are either SA |
| | Dematerialised Shareholders or SA |
| | Certificated Shareholders of the new |
| | last day to trade in order to be |
| | recorded in the CSDP/broker accounts |
| | as the holder of Liberty International |
| | Ordinary Shares as at the new Record |
| | Time. |
+------------------------+----------------------------------------+
| Regulatory Information | one of the regulatory information |
| Service . | services authorised by the UK Listing |
| | Authority to receive, process and |
| | disseminate regulatory information in |
| | respect of listed companies. |
+------------------------+----------------------------------------+
| SA Admission . . . . . | admission, in accordance with the |
| . . . . . . . . . . | listing requirement of the JSE, of all |
| | of the Capital & Counties Ordinary |
| | Shares (by way of secondary listing) |
| | to the main board of the JSE. |
+------------------------+----------------------------------------+
| SA Certificated | Shareholders who hold certificated |
| Shareholders . . . | Liberty International Ordinary Shares |
| | on the Liberty International SA |
| | Register. |
+------------------------+----------------------------------------+
| SA Dematerialised | the holders of Liberty International |
| Shareholders . . | Ordinary Shares held via Strate, in |
| | uncertificated form and recorded in |
| | the sub-register of the Liberty |
| | International SA Register maintained |
| | by a CSDP. |
+------------------------+----------------------------------------+
| Shareholder . . . . . | holder of Liberty International |
| . . . . . . . . . . . | Ordinary Shares or Capital & Counties |
| . | Ordinary Shares as the context |
| | requires. |
+------------------------+----------------------------------------+
| Strate . . . . . . . . | Strate Limited (Registration number |
| . . . . . . . . . . . | 1998/022242/06), a public company |
| . . . | incorporated in accordance with the |
| | laws of South Africa and the |
| | electronic clearing and settlement |
| | system used by the JSE to settle |
| | trade. |
+------------------------+----------------------------------------+
| subsidiaries . . . . . | as defined in Section 1160 of the |
| . . . . . . . . . . . | Companies Act 2006. |
| . | |
+------------------------+----------------------------------------+
| UK Admission . . . . . | the admission of the Capital & |
| . . . . . . . . . . | Counties Ordinary Shares to the |
| | Official List becoming effective in |
| | accordance with the Listing Rules and |
| | the admission of the Capital & |
| | Counties Ordinary Shares to trading on |
| | the London Stock Exchange's market for |
| | listed securities, becoming effective |
| | in accordance with the Admission and |
| | Disclosure Standards. |
+------------------------+----------------------------------------+
| UK Listing Authority | the FSA in its capacity as the |
| or UKLA . . | competent authority for the purposes |
| | of Part VI of FSMA and in the exercise |
| | of its functions in respect of the |
| | admission to the Official List |
| | otherwise than in accordance with Part |
| | VI of FSMA. |
+------------------------+----------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDILLFLFVTIFLII
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