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Form 8 (OPD) - Public opening position disclosure by a party to an offer
CAPITAL & REGIONAL PLC
(Incorporated in the United Kingdom)
(UK company number 01399411)
LSE share code: CAL JSE share code: CRP
LEI: 21380097W74N9OYF5Z25
ISIN: GB00BL6XZ716
("Capital & Regional" or "the Company")
FORM 8 (OPD) - PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: CAPITAL & REGIONAL PLC
(b) Owner or controller of interests and short positions disclosed, if N/A
different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust,
the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this CAPITAL & REGIONAL PLC
form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 4 JUNE 2024
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making NO
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named
in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or Nil - Nil -
controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives (including Nil - Nil -
options) and agreements to purchase/sell:
TOTAL: Nil - Nil -
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant
securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which N/A
subscription right exists:
Details, including nature of the rights concerned and N/A
relevant percentages:
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any
person acting in concert with the party to the offer making the disclosure:
Interests in Capital & Regional plc shares held by Growthpoint Properties Limited (the offeree's majority shareholder):
Name Total Number of Shares Percentage of existing issued
share capital (1) (%)
Diagonal Nominees Limited 153,227,266 68.129
(Growthpoint)
Interests in Capital & Regional plc shares held by the Capital & Regional plc directors (together with their close relatives and
the related trusts of any of them):
Name Total Number of Shares Percentage of existing issued
share capital (1) (%)
David Hunter 142,824 0.064
Lawrence Hutchings 87,042 0.039
Stuart Wetherly 87,812 0.039
Ian Krieger 23,234 0.010
Norbert Sasse 78,770 0.035
Laura Whyte 36,950 0.016
TOTAL 456,632 0.203
(1) Percentages are calculated on the basis of 224,906,731 shares in issue as at the latest practicable date prior to the disclosure.
Share options in Capital & Regional plc held by the Capital & Regional plc directors (together with their close relatives and the
related trusts of any of them):
Name Scheme Date of Number Type of Maximum End of
Award of Award Vesting (3) Performance
Awards Period
(2)
Lawrence Combined 27/04/2020 146,918 Nil cost 1/2 of shares 01/01/2024
Hutchings Incentive option 1/2 of shares 01/01/2025
Plan ("CIP")
Lawrence CIP 25/04/2022 1,080,976 Nil cost 1/3 of shares 01/01/2025
Hutchings option 1/3 of shares 01/01/2026
1/3 of shares 01/01/2027
Lawrence CIP 02/05/2023 1,229,456 Nil cost 1/3 of shares 01/01/2026
Hutchings option 1/3 of shares 01/01/2027
1/3 of shares 01/01/2028
Stuart CIP 27/04/2020 79,220 Nil cost 1/2 of shares 01/01/2024
Wetherly option 1/2 of shares 01/01/2025
Stuart CIP 25/04/2022 591,534 Nil cost 1/3 of shares 01/01/2025
Wetherly option 1/3 of shares 01/01/2026
1/3 of shares 01/01/2027
Stuart CIP 02/05/2023 672,787 Nil cost 1/3 of shares 01/01/2026
Wetherly option 1/3 of shares 01/01/2027
1/3 of shares 01/01/2028
(2) Includes dividend equivalent shares subsequently awarded.
(3) Shares vest subject to the performance underpin of median relative Total Shareholder Return against a retail property comparator group.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant
securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to
relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer
making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or
understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the
disclosure, or any person acting in concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 5 June 2024
Contact name: Stuart Wetherly
Telephone number: 020 7932 8027
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20
7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
5 June 2024
JSE sponsor
Java Capital
Notes to editors:
About Capital & Regional plc
Capital & Regional is a UK focused retail property REIT specialising in community shopping centres that dominate their local
catchment, serving the non-discretionary and value orientated needs of the local communities. It has a track record of delivering
value enhancing retail and leisure asset management opportunities across a portfolio of tailored in-town
community shopping centres.
Using its expert property and asset management platform Capital & Regional owns and manages community shopping centres in
Edinburgh, Hemel Hempstead, Ilford, Maidstone, Walthamstow and Wood Green.
Capital & Regional is listed on the main market of the London Stock Exchange (LSE) and has a secondary listing on the
Johannesburg Stock Exchange (JSE).
For further information, see www.capreg.com.
Date: 05-06-2024 08:00:00
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