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Trafford Centre Acquisition & EGM

Capital Shopping Centres Group PLC (”CSC”) announced on 25 November 2010 that:

(a) agreement had been reached with Tokenhouse Holdings (IoM) Limited under which CSC would acquire The Trafford Centre Group together with £74.4 million in cash from Tokenhouse Holdings (IoM) Limited and Peel Holdings (TTC) Limited in exchange for 167.3 million new ordinary shares in CSC and an aggregate nominal amount of £209.0 million 4.076 per cent. convertible bonds issued to be issued by CSC; and

(b) that CSC were placing up to 62.3 million new ordinary shares, representing 9.9 per cent. of CSC’s existing share capital immediately prior to the placing, with institutional and certain other investors through an accelerated bookbuild process at a placing price to be determined.

A presentation containing information on the acquisition was also published on 25 November 2010.

The pricing announcement made on 25 November 2010 contained final details of the placing, which resulted in the issue of 62.3 million new ordinary shares at a placing price of 355 pence per placing share, raising approximate net proceeds of £216 million.

As announced, a combined prospectus and circular, which included the Notice of Extraordinary General Meeting to be held on 20 December 2010, was published on 26 November 2010. The combined prospectus and circular is available by download or a hard copy can be requested via this website. A supplementary prospectus, containing information on the subsequent events reported below, was published on 19 January 2011 which is also available for download or hard copy request.

Shareholders should have received a personalised proxy voting form, but if it is not possible for this to be used or one is not provided, please use the downloadable proxy form to vote at the meeting. Please print, complete and submit following the instructions on the form.

On 15 December 2010, Simon Property Group, Inc. (”Simon”) issued an indicative Proposal of 425 pence per share in cash for the shares of CSC’s other shareholders, subject, amongst other things, to the Trafford Centre acquisition not proceeding. In its response rejecting the proposal, CSC announced that the Board had concluded that it is appropriate to adjourn the EGM to endeavour to ensure that CSC’s shareholders are provided with the necessary information about the Proposal to make a clear decision.

On 17 December 2010 the Board welcomed the announcement by the Takeover Panel, setting a deadline of 5pm on 12 January 2011 for Simon to either provide a firm offer for the entire issued and to be issued share capital of the Company under Rule 2.5 of the Takeover Code or withdraw.

As announced on 20 December 2010, the EGM convened for 12 noon was held but the only resolution proposed was an adjournment resolution which was duly passed. The adjourned EGM is convened for 4.00pm on Wednesday 26 January 2011 at One Whitehall Place, Westminster, London, SW1A 2EJ. On 21 December 2010, the Chairman wrote to all shareholders to provide the background to the adjournment.

On 7 January 2011 CSC announced revised terms for the Trafford Centre acquisition and published a Circular to shareholders setting out its view of the strong prospects for an independent CSC, why it believes the indicative proposal from Simon received on 15 December 2010 very substantially undervalues the Company and its prospects, and why shareholders should vote in favour of the Revised Acquisition. The announcement contains the latest CSC property valuations; the valuers’ reports are available for download from this page (see right).

Simon announced on 11 January 2011 that it did not intend to make an offer for the entire share capital of CSC. In its response noting Simon’s announcement, CSC continued to recommend CSC shareholders to vote in favour of the revised Trafford Centre acquisition at the EGM to be held on 26 January 2011. A Notice of Adjourned EGM was issued on 14 January 2011 (please note time and venue are different to the Original EGM). Forms of Proxy submitted in relation to the Original EGM will remain valid for the Adjourned EGM. Shareholders who have already appointed a proxy do not need to take any action, unless they wish to change their proxy or their voting instructions or to confirm original split voting instructions where there has been a subsequent change in shareholding.

Shareholders wishing to appoint a proxy, change their proxy or amend or confirm their proxy voting instructions should read the Adjourned EGM Notice, including the Notes thereto, for instructions on how to do so.

On 26 January 2011, CSC announced that the resolution to approve the acquisition of the Trafford Centre Group and related actions (the “Resolution“), as set out in the Notice of Adjourned Extraordinary General Meeting dated 14 January 2011, was duly passed by the requisite majority of shareholders on a show of hands.

CSC issued 167,316,817 new ordinary shares and £154,317,000 3.75 per cent. perpetual subordinated convertible bonds and appointed John Whittaker as a non-Executive Director and Deputy Chairman on completion of the acquisition of the Trafford Centre Group on 28 January 2011.

To request printed copies of relevant documents, email contact@intu.co.uk. If the document you want is not listed, or you have any other enquiry relating to the acquisition or EGM,get in touch.

Details of the Simon approach are available to download.