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Liberty International Demerger and Change of Name

Liberty International (now Capital Shopping Centres Group PLC) announced on 9 March 2010, its intention to separate into two businesses, Capital Shopping Centres and Capital & Counties,

The separation was effected by way of a demerger of Liberty International’s central London focused property investment and development division, to a new company called Capital & Counties Properties PLC, from the rest of the Liberty International Group comprising predominantly the UK shopping centres business. Liberty International was renamed Capital Shopping Centres Group PLC when the Demerger became unconditional on Friday 7 May 2010. The Demerger created distinct entities with separate strategic, capital and economic characteristics and management teams:

  • Capital Shopping Centres, a prime regional shopping centre focused UK REIT, aiming to deliver strong long term returns through income and capital growth; and
  • Capital & Counties, a central London focused, non-REIT, property company focusing on total return opportunities in London’s real estate market.

The resolutions necessary to effect the Demerger were approved by Shareholders at the Extraordinary General Meeting (”EGM”) held on 7 April 2010. The Demerger became unconditional on the registration at Companies House on 7 May 2010 of the Court Order confirming the Liberty International Reduction of Capital issued on 4 May 2010.

Shareholders will receive one share in Capital & Counties Properties PLC for each ordinary share in Capital Shopping Centres Group PLC that they own at the time of the Demerger and will continue to own their existing Capital Shopping Centres Group PLC shares. (Note: Shareholders will receive new share certificates for their Capital & Counties shares only - existing certificated shareholders in Liberty International PLC will not be receiving new Capital Shopping Centres Group PLC certificates as Liberty International PLC share certificates remain valid and will be accepted by the registrar for any future share dealings in CSCG shares. Certificates in the new name will be issued as required for future share transactions).

The Gordon family, whose combined interest in Capital Shopping Centres Group PLC is 14.8 per cent. voted in favour of the Demerger and will remain invested in, and represented on the boards of, both companies.

Capital Shopping Centres Group PLC and Capital & Counties Properties PLC both have premium listings on the Official List, will be admitted to trading on the London Stock Exchange and will have secondary listings on the JSE.

All documentation relating to the Demerger is being made available for download from this page as and when published.

On Friday, 12 March 2010 a Liberty International PLC Circular, which included the Notice of the EGM held on Wednesday, 7 April 2010, and a Capital & Counties Properties PLC Prospectus containing full information on the Demerger were published. Hard copies of both documents are available on request and the results of the EGM are available to download.

On Tuesday, 4 May 2010 an announcement confirming issue of the Court order to reduce Liberty International’s share capital was made. The announcement included a summary timetable of the remaining steps to completion of the Demerger.

On Friday, 7 May 2010, it was announced that all the conditions relating to the Demerger had been satisfied and that the Liberty International Reduction of Capital had become effective. Accordingly, Ian Hawksworth and Graeme Gordon had resigned as Directors of the Company, and Richard Gordon had been appointed as a non-Executive Director of the Company, with immediate effect. Liberty International’s name was also changed to Capital Shopping Centres Group PLC later that day.

Shareholder Helplines

UK Shareholders:
Call our UK registrars, Capita, on 0871 664 0300 from within the UK (calls cost 10 pence per minute from a BT landline; other network providers’ costs may vary) or on +44 20 8639 3399 if calling from outside the UK (Calls from outside the UK will be charged at the applicable international rate). Lines are open 9.00 am to 5.00 pm (UK time) Monday to Friday (except UK public holidays). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

South African Shareholders:
Call our SA Transfer Agents, Computershare, on 0861 100 915 (+27 11 373 0056 if calling from outside South Africa). Calls from within South Africa are toll-free; calls from outside SA will be charged at the applicable international rate. Lines are open 8.00 am to 4.30 pm (SA time) Monday to Friday (except SA public holidays).

The helplines cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. Alternatively you can contact the Company directly