REG - Cap Shop Ctrs Grp - Convertible Bond Offering
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THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND NOT AN OFFER OF SECURITIES IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT TO INVEST IN SUCH SECURITIES WHATSOEVER IN ANY JURISDICTION.
20 September 2012
Capital Shopping Centres Group PLC Convertible Bond Offering
Capital Shopping Centres Group PLC (the "Company", "CSC", the "Group") today announces the launch of an offering of £300 million of senior, unsecured Convertible Bonds due 2018 (the "Bonds") with an option to increase the offering by an additional £50 million.
The Company intends to use the net proceeds of the offering to improve its financing flexibility by:
· diversifying its funding sources;
· refinancing short term borrowings, including those relating to its recent acquisitions of the Broadmarsh Centre, Nottingham, and properties adjacent to its existing centres which provide additional development opportunities, such as King George V Dock and Centaurus Retail Park; and
· positioning CSC to advance its development pipeline and make further acquisitions.
The Bonds are expected to be issued by Capital Shopping Centres (Jersey) Limited, a wholly-owned subsidiary of the Company incorporated in Jersey (the "Issuer"), and will be guaranteed by the Company.
The Bonds, which will have an expected maturity date of 04 October 2018, will be issued at par and are expected to carry a coupon of between 1.75% and 2.25% per annum payable semi-annually in arrear. The Bonds will, subject to the satisfaction of certain conditions, be convertible into ordinary shares of the Company (the "Shares"). The initial conversion price is expected to be set at a premium of between 30% and 35% above the volume weighted average price of the Shares between launch and pricing.
Under the terms of the Bonds, the Company will have the right to elect to settle any conversion in any combination of Shares and cash as it may elect.
If not previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 04 October 2018. The final terms of the Bonds are expected to be announced today and settlement is expected to take place on or about 04 October 2012 (the "Settlement Date").
It is intended that application will be made for the Bonds to be listed on the Official List and admitted to trading on the Professional Securities Market of the London Stock Exchange, after the Settlement Date but prior to the first coupon payment of the Bonds.
UBS Limited ("UBS") is acting as Sole Global Coordinator and BofA Merrill Lynch, Credit Suisse Limited and UBS are acting as Joint Bookrunners. HSBC Bank PLC is acting as Lead Manager. UBS and BofA Merrill Lynch are acting as corporate brokers and advisers to the Company. Rothschild is acting as adviser to the Company.
Since CSC issued its interim results on 26 July 2012, occupancy and footfall have remained stable. CSC has continued to focus on positioning its assets for longer term organic growth through active management projects and extensions. In particular, since the interim results, CSC has obtained planning permission for a 325,000 sq ft extension at Lakeside, Thurrock, and acquired a 17 acre site adjacent to Metrocentre, Gateshead, for £3 million.
In addition to the proposed convertible bond financing, CSC continues to review further options for financing the long-term growth plans of the business. One such attractive route, which CSC is actively considering, is the introduction of equity partners into major assets, with wholly owned assets, mostly freehold, making up approximately 75 percent of CSC's investment properties by value.
For further information please contact:
Capital Shopping Centres Group PLC:
David Fischel Chief Executive +44 (0)20 7960 1207
Matthew Roberts Finance Director +44 (0)20 7960 1353
UK: Michael Sandler, Hudson Sandler +44 (0)20 7796 4133
Wendy Baker, Hudson Sandler +44 (0)20 7710 8917
SA: Nicholas Williams, College Hill +27 (0)11 447 3030
CSC is the leading specialist UK regional shopping centre REIT.
CSC owns and operates some of the very best shopping centres, in the strongest locations right across the country, attracting over 320 million customer visits a year. Two thirds of the UK population live within a 45 minute drive time of a CSC centre.
With over 16 million sq ft of retail space, valued at £7 billion, every single one of the UK's top 20 retailers is in its shopping centres, alongside some of the world's most iconic global brands.
CSC's five major out-of-town centres and nine in-town destinations include ten of the UK's top 25 shopping centres. Its out-of-town centres include The Trafford Centre, Lakeside, Metrocentre, Braehead, and The Mall at Cribbs Causeway, and its in-town prime destinations include Cardiff, Manchester, Newcastle, Norwich, Nottingham, Bromley, Uxbridge, Watford and Stoke-on-Trent.
In November 2011, CSC acquired Broadmarsh shopping centre in Nottingham bringing the portfolio to 15 centres.
For further information see www.capital-shopping-centres.co.uk
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for or otherwise buy any securities to any person in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, South Africa, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, South Africa, Canada or Japan. There will be no public offer of the securities in the United States, Australia, Canada, Japan or South Africa.
This communication is directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and qualified investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
Each of UBS, Merrill Lynch International ("BofA Merrill Lynch") and Credit Suisse (together, the "Bookrunners") and HSBC Bank PLC (together with the Bookrunners, the "Managers") are acting on behalf of the Company and no one else in connection with the Bonds and will not be responsible to any other person for providing the protections afforded to clients of such Manager or for providing advice in relation to the Bonds or any transaction, matter or arrangement referred to in this announcement.
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Bonds and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Bonds and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bonds or any transaction, arrangement or other matter referred to in this announcement.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bonds. The value of the Bonds can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bonds for the person concerned.
In connection with the offering of the Bonds, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Company or related investments in connection with the Bonds or the Company or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This information is provided by RNS