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LBT
LILII
LBT - Liberty International PLC Announces Key Details Of A Proposed Demerger
Liberty International PLC
Incorporated in the United Kingdom
(Registration number: 03685527)
Short Name: LIB-INT
Share Code: LBT
ISIN Number: GB0006834344
Liberty International PLC announces proposed demerger
Introduction
Further to the announcement made by Liberty International PLC ("Liberty
International") on 5 February 2010 responding to press comment, Liberty
International today announces its intention to separate into two businesses,
Capital Shopping Centres and Capital & Counties. Liberty International has
also announced today its audited preliminary results for the year ended 31
December 2009.
The separation will be effected by way of a demerger (the "Demerger") of
Liberty International`s central London focused property investment and
development division, to a new company called Capital & Counties Properties
PLC ("Capital & Counties"), from the rest of the Liberty International Group
comprising predominantly the UK shopping centres business. Liberty
International will be renamed Capital Shopping Centres Group PLC ("Capital
Shopping Centres").
The Demerger will create 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.
Highlights
- Liberty International to retain its UK regional shopping centre assets,
along with its US assets and Indian investments, and to be renamed
Capital Shopping Centres Group PLC.
- Capital Shopping Centres had, on a pro forma basis as at 31 December
2009, investment and development properties of GBP5.0 billion, net
external debt of GBP2.7 billion and adjusted, diluted net assets of
GBP2.1 billion giving an adjusted, diluted net asset value per share of
339 pence. For the year ended 31 December 2009 Capital Shopping Centres
had pro forma net rental income of GBP292 million.
- Capital & Counties to comprise Liberty International`s interests in
Covent Garden, Earls Court & Olympia, including the Empress State
Building, and the Great Capital Partnership, as well as its Chinese
fund investments.
- Capital & Counties had, on a pro forma basis as at 31 December 2009,
investment and development properties of GBP1,240 million, net debt of
GBP463 million and adjusted, diluted net assets of GBP791 million
giving an adjusted, diluted net asset value per share of 127 pence. For
the year ended 31 December 2009 Capital & Counties generated pro forma
net rental income of GBP74 million (adjusted for certain non recurring
items).
- Capital Shopping Centres Group PLC and Capital & Counties Properties
PLC both to have premium listings on the Official List and to be traded
on the London Stock Exchange.
- The approval and posting of documentation relating to the proposed
Demerger remains subject to the Liberty International Board being
satisfied with the South African listing requirements for the Demerger,
in particular the listing status granted to Capital & Counties
Properties PLC, and that the existing domestic listing status of
Liberty International is not prejudiced as a result of the Demerger,
both of which require formal approval from the South African
authorities. The nature of the secondary listing on the JSE Limited
(the "JSE") being sought for Capital & Counties Properties PLC is an
inward listing, with South African institutional shareholders given a
period of time to realign their portfolio if their foreign portfolio
allowance is exceeded as a result of the Demerger. The requisite
applications in this regard have been submitted to the relevant
authorities.
- Capital Shopping Centres to remain a UK REIT, Capital & Counties to be
a non-REIT property company.
- Patrick Burgess MBE, the current Chairman of Liberty International, to
be Chairman of Capital Shopping Centres and David Fischel, the current
Chief Executive of Liberty International, to be Chief Executive of
Capital Shopping Centres.
- Ian Durant, the current Finance Director of Liberty International, to
be Chairman of Capital & Counties and Ian Hawksworth, the current
Managing Director of Capital & Counties, to be Chief Executive of
Capital & Counties. A search for a new Finance Director of Capital
Shopping Centres Group PLC is underway to replace Ian Durant, who will
stand down from this role after a transitionary period.
- Documentation relating to the proposed Demerger, which will include the
timetable for the Demerger process, will be posted following the formal
approval of the South African authorities.
Patrick Burgess, Chairman of Liberty International, commented:
"The proposed Demerger announced today responds to what the Liberty
International Board considers to be a changing approach to investment in
real estate, both in the equity markets and in the property market,
requiring greater focus and more active management. It will create two
distinct listed businesses with different characteristics and attractions
for shareholders. Capital Shopping Centres and Capital & Counties will be
positioned to execute their own significant strategic plans, fully engaging
with investors who will be able to select their individual weightings to
each of the businesses over time. Coupled with the current experience and
strength of the respective management teams, augmented as strategic growth
opportunities arise, the Demerger will best position both businesses to
deliver strong shareholder returns."
A presentation to analysts and investors will take place at 100 Liverpool
Street, London EC2 at 09.30 GMT on 9 March 2010. The presentation will also
be available to international analysts and investors through a live audio
call and webcast.
The presentation will be available on the group`s website www.liberty-
international.co.uk
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
Further information on the proposed Demerger
Background to and reasons for the proposed separation
- Capital Shopping Centres and Capital & Counties are distinct businesses
with different risk and reward profiles and capital requirements.
- The Demerger will create 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 Demerger will enable existing shareholders of Liberty International
to continue to participate in both of the businesses with the same
initial economic weighting whilst providing flexibility for investors
to select their own weighting to each of Capital Shopping Centres and
Capital & Counties over time.
- Each business will be able to attract the most appropriate shareholder
base to provide optimal support to continue its own strategic
development.
- The Liberty International Board believes that the Demerger will enable
Capital Shopping Centres and Capital & Counties to achieve greater
value for shareholders over time than the current Liberty International
would as one combined business.
Capital Shopping Centres
Upon Demerger, Capital Shopping Centres will be the only UK REIT focused on
prime regional shopping centres and one of a small number of prime regional
shopping centre REITs globally. Capital Shopping Centres has interests in 13
UK shopping centres (excluding Westgate, Oxford), which include nine of the
UK`s top 30 regional shopping centres.
As at 31 December 2009 on a pro forma basis, Capital Shopping Centres had
investment and development properties of GBP5.0 billion and adjusted,
diluted net assets of GBP2.1 billion giving an adjusted, diluted net asset
value per share of 339 pence. For the year ended 31 December 2009, on a pro
forma basis, Capital Shopping Centres had net rental income of GBP292
million and adjusted earnings of GBP75 million giving an adjusted earnings
per share of 15.1 pence.
The table below provides selected information on Capital Shopping Centres`
UK assets.
Market value of
Gross CSC interests
retail Ownership as at 31 Dec 2009
area of
centre
`000 sq. GBPm
ft.
Out-of-town shopping
centres
Lakeside, Thurrock 1,434 100% 890
MetroCentre, 2,089 90% 1 775
Gateshead
Braehead, Glasgow 1,060 100% 505
The Mall at Cribbs 1,025 33% 2 205
Causeway, Bristol
Total out-of-town 5,608 2,375
centres
In-town shopping
centres
The Harlequin, 726 93% 335
Watford
Victoria Centre, 981 100% 315
Nottingham
The Arndale, 1,600 48% 3 289
Manchester
Chapelfield, Norwich 530 100% 220
Eldon Square, 1,020 460% 218
Newcastle
St David`s, Cardiff 1,395 50% 211
Other 5 1,929 614
Total in-town centres 8,181 2,202
Total UK regional 13,789 4,577
shopping centres
Notes
1. Interest shown is that of the MetroCentre Partnership in the
MetroCentre (90 per cent.) and the Metro Retail Park (100 per cent.).
Capital Shopping Centres has a 60 per cent. interest in the MetroCentre
Partnership which is consolidated as a subsidiary of the group.
2. The group`s interest is through a joint venture ownership of a 66 per
cent. interest in the Mall at Cribbs Causeway and a 100 per cent.
interest in The Retail Park, Cribbs Causeway.
3. The group`s interest is through a joint venture ownership of a 95 per
cent. interest in The Arndale, Manchester, and 90 per cent. interest in
New Cathedral Street, Manchester.
4. Lettable area increased to 1,332,000 sq. ft. on completion of St.
Andrew`s Way in February 2010.
5. Includes the group`s interests in The Chimes, Uxbridge, The Potteries,
Stoke-on Trent, The Glades, Bromley and Xscape, Braehead
Liberty International exchanged contracts in January 2010 for the
conditional sale of Westgate, Oxford for gross proceeds of GBP56 million.
The sale is expected to complete in the first half of 2010. Figures relating
to this asset are excluded from the above table.
In addition to its UK shopping centre assets, Capital Shopping Centres will
own Liberty International`s US assets (which are predominantly retail and
currently reported as Capco USA in Liberty International`s accounts), and
investments in Indian shopping centre developments. The US and Indian
property related assets were valued at GBP348 million and GBP32 million
respectively as at 31 December 2009 representing in aggregate approximately
8 per cent. of Capital Shopping Centres` property assets on a pro forma
basis. Liberty International continues to actively explore a tax efficient
solution to reduce exposure to the United States over time.
Capital Shopping Centres` strategy is to maintain a market leading position
as an active owner, manager and developer of prime UK regional shopping
centres. Capital Shopping Centres undertakes asset and centre management
initiatives across its existing centres, combined with selective asset
acquisitions and disposals, with the aim of delivering strong long-term
returns for its shareholders through income and capital growth.
Key strengths
The Liberty International Directors believe the key strengths of Capital
Shopping Centres are:
- Leading UK shopping centre business with focus on prime assets. High
quality regional shopping centres continue to outperform secondary
locations given the long-term trend for retail trade to gravitate
towards the strongest destinations.
- Defensive and resilient rental income with recovery prospects. Despite
a period of relatively high tenant failure levels at the end of 2008
and early 2009, like-for-like net rental income only fell by 3.4 per
cent. in 2009 and Capital Shopping Centres has successfully restored
occupancy levels to 97.8 per cent. as at 31 December 2009. Like-for-
like footfall increased by 3 per cent. in 2009.
- Significant growth prospects, from a number of factors: (i) the re-
letting of temporary leases, which were a feature of 2009, as they
expire in 2010 and 2011; (ii) yield compression driving capital
appreciation - Capital Shopping Centres` centres were valued
defensively as at 31 December 2009 on an average 7.1 per cent. nominal
equivalent yield; (iii) active management projects at many of Capital
Shopping Centres` centres; and (iv) in the medium term, expansion
projects at a number of centres.
- Robust financial position. Capital Shopping Centres had a pro forma
loan-to-value of 55 per cent. as at 31 December 2009. Following the
Lakeside refinancing in January 2010, Capital Shopping Centres has no
UK asset-specific debt refinancing requirement until 2014, cash of
GBP319 million as at 31 December 2009 and available undrawn facilities
of GBP248 million.
- Experienced management team. The team has complementary skills across
managing, developing and investing in retail assets and a demonstrable
track record in managing Capital Shopping Centres` assets as part of
the Liberty International Group throughout the economic cycle.
Financial structure
On a pro forma basis, adjusting for the Demerger, as at 31 December 2009
Capital Shopping Centres had gross external debt of GBP3.0 billion, cash
balances of GBP0.3 billion and net external debt of GBP2.7 billion, giving a
loan-to-value ratio of 55 per cent.
As announced on 22 January 2010, a new seven year, GBP525 million loan
facility secured against Lakeside, Thurrock has been agreed with a syndicate
of seven banks. The proceeds of the loan, together with existing Liberty
International cash resources, have been used to redeem in full the existing
loans of GBP546 million which would otherwise have been repayable in July
2011.
Liberty International has agreed an extension of the maturity of its
existing and currently undrawn revolving credit facility by two years to
June 2013. This facility, which has been reduced in size from GBP360 million
to GBP248 million, will remain with Capital Shopping Centres following the
Demerger.
Capital & Counties
Upon Demerger, Capital & Counties will be one of the largest listed central
London focused investment and development property companies, with 81
investment properties held directly or through joint ventures, located
predominantly in west London and the West End and with limited exposure to
the City and Midtown.
As at 31 December 2009 on a pro forma basis, Capital & Counties had
investment and development properties of GBP1,240 million and adjusted,
diluted net assets of GBP791 million giving an adjusted, diluted net asset
value per share of 127 pence. For the year ended 31 December 2009, on a pro
forma basis, Capital & Counties had net rental income of GBP79 million and
adjusted earnings of GBP12 million giving an adjusted earnings per share of
2.0 pence. The net rental income of GBP79 million included GBP1.4 million of
income from assets that have since been sold and GBP4.0 million of income
attributable to Capital & Counties` joint venture partner in respect of the
Empress State Building, which was fully consolidated in Capital & Counties`
accounts until an accounting treatment change in August 2009.
Capital & Counties has a concentration of assets in three landmark estates
in the central London real estate market, with the potential for substantial
active asset management to drive superior total returns for Capital &
Counties` shareholders.
Capital & Counties` assets principally comprise:
- Covent Garden London, which has property assets of GBP548 million (as
at 31 December 2009);
- Earls Court & Olympia, an exhibition business with property assets of
GBP340 million (as at 31 December 2009), which is wholly-owned by
Capital & Counties following the recent buyout of its partners` shares;
- a 50 per cent. interest in the Empress State Building, an office
building adjacent to Earls Court, which is held in a joint venture with
Land Securities Group plc, with a value of GBP94 million (as at 31
December 2009) for Capital & Counties` interest; and
- a 50 per cent. interest in the Great Capital Partnership, a joint
venture with Great Portland Estates plc focused predominantly on the
West End, particularly Regent Street and Piccadilly, with Capital &
Counties` share of property assets valued at GBP247 million (as at 31
December 2009).
As at 31 December 2009, these assets relate to, in aggregate, 3.5 million
sq. ft., of which retail space accounted for 20 per cent., office space
accounted for 41 per cent., exhibition space accounted for 35 per cent. and
residential space accounted for 4 per cent.
Capital & Counties also has investments in two real estate investment funds
focused on China valued at GBP46 million as at 31 December 2009.
Key strengths
The Liberty International Directors believe the key strengths of Capital &
Counties are:
- Focus on central London is expected to deliver rental resilience and
capital value appreciation. London is the most active real estate
investment market in the UK and is well positioned as an economic hub.
- High concentration of assets in landmark estates within London. This
critical mass in the three core locations creates economies of scale
and enables Capital & Counties to capture the wider benefit of its
active management initiatives. For example, the strategy for Covent
Garden London is to extend prime rents within the estate and to
reposition this internationally known landmark as a world class
destination.
- Substantial opportunity to actively manage its estate. The Earls Court
& Olympia investment provides a land management opportunity to secure
planning permission for Earls Court whilst investing in Olympia as a
leading exhibitions business and optimising the value of the peripheral
assets. The Great Capital Partnership provides the opportunity to
capture rental reversion and potential yield compression from a well-
positioned portfolio of 34 predominantly West End properties.
- Prudent capital structure. Capital & Counties had a pro forma loan-to-
value of 37 per cent. and cash balances of GBP263 million as at 31
December 2009.
- Experienced management team. The business has been largely created in
the last five years with the active involvement of its current
management team through much of that period.
Financial structure
On a pro forma basis, adjusting for the Demerger, as at 31 December 2009,
Capital & Counties had borrowings of GBP726 million in the form of debt
facilities secured against specific property assets, cash balances of GBP263
million, amounting to net debt of GBP463 million, giving a group loan-to-
value ratio of 37 per cent.
Capital & Counties has no major debt refinancing requirement until the
maturity of the loan secured on Earls Court & Olympia in February 2012.
Capital & Counties will not initially be a REIT. Given the initial
composition of assets and plans for active management, the Liberty
International Directors believe that the business will have greater
operating flexibility as a listed non-REIT property company.
Summary of Demerger structure and listing status
The Demerger will be effected through a reduction of Liberty International`s
capital, which requires the approval of shareholders and confirmation by the
court in the UK. If the Demerger proceeds, Liberty International`s
shareholders will receive one share in Capital & Counties Properties PLC for
each share in Liberty International that they own immediately prior to the
Demerger and will continue to own their existing Liberty International
shares. Liberty International will be renamed Capital Shopping Centres Group
PLC.
Save for the formal approval from the South African authorities, all other
material third-party consents necessary to effect the Demerger, including
from lenders where appropriate, have been obtained.
The approval and posting of documentation relating to the proposed Demerger
remains subject to the Liberty International Board being satisfied with the
South African listing requirements for the Demerger, in particular the
listing status granted to Capital & Counties Properties PLC, and that the
existing domestic listing status of Liberty International is not prejudiced
as a result of the Demerger, both of which require formal approval from the
South African authorities. The nature of the secondary listing on the JSE
being sought for Capital & Counties Properties PLC is an inward listing,
with South African institutional shareholders given a period of time to
realign their portfolio if their foreign portfolio allowance is exceeded as
a result of the Demerger. The requisite applications in this regard have
been submitted to the relevant authorities.
If Capital Shopping Centres Group PLC retains Liberty International`s
secondary listing with domestic listing status then its shares will have the
same exchange control status as the shares of a South African registered
company on the JSE. Therefore all South African resident investors,
including South African institutional investors, will be able to hold shares
in Capital Shopping Centres Group PLC on its South African branch 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.
If for South African exchange control purposes, Capital & Counties
Properties PLC is granted an inward listing, the listing of its shares on
the JSE will be treated as foreign assets in the hands of South African
resident 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
shares on Capital & Counties` South African branch register without
restriction; and
- South African resident institutional shareholders may only hold Capital
& Counties shares as part of their foreign portfolio allowances.
Convertible Bonds
In relation to the 3.95 per cent. convertible bonds issued by Liberty
International and due in September 2010 (the "Convertible Bonds"), of which
GBP79.2 million are currently outstanding, the conversion price will be
adjusted following completion of the Demerger in accordance with the terms
and conditions of the Convertible Bonds to reflect the Demerger. Liberty
International has also agreed with the trustee of the Convertible Bonds (the
"Trustee") to grant to bondholders a put option in respect of the
Convertible Bonds, to be exercisable at any time until shortly before
maturity, at par plus accrued interest, and will deposit in a trust account
with the Trustee an amount equal to the outstanding principal amount due on
maturity plus the interest payment due on the final interest payment date.
This amount will be used to meet any redemptions of Convertible Bonds on
exercise of the put option, or on maturity. The put option will come into
effect on deposit of the amount. Liberty International has agreed with the
Trustee to make such deposit at least five business days before the
effective date of the Demerger.
The boards of Capital Shopping Centres and Capital & Counties
Following the Demerger, Patrick Burgess MBE, the current chairman of Liberty
International, will be chairman of Capital Shopping Centres, with David
Fischel, the current chief executive of Liberty International, as chief
executive, and Kay Chaldecott, the current managing director of the Capital
Shopping Centres business, as executive director of property. The non-
executive directors will be Rob Rowley (senior independent director), Ian
Henderson CBE, Andrew Huntley, Neil Sachdev and Andrew Strang (all of whom
are existing directors of Liberty International), Richard Gordon (who is
replacing Graeme Gordon) and John Abel (formerly a director of Liberty
International, who will rejoin the Liberty International Board at the next
annual general meeting of Liberty International).
The recruitment of a new finance director of Capital Shopping Centres is
underway to replace Ian Durant, who is to become chairman of Capital &
Counties, and who will stand down from his role at Liberty International
after a transitionary period. As previously announced, Michael Rapp will
retire from the Liberty International Board at this year`s annual general
meeting, and upon Demerger Ian Hawksworth will stand down from the Liberty
International Board.
Following the Demerger, Ian Durant, the current finance director of Liberty
International, will be chairman of Capital & Counties, with Ian Hawksworth,
the current managing director of Capital & Counties, as chief executive,
Soumen Das as finance director and Gary Yardley as investment director. The
non-executive directors will be Ian Henderson CBE (deputy chairman and
senior independent director), David Fischel, Graeme Gordon, Andrew Huntley
and Andrew Strang. A search for an additional independent non-executive
director of Capital & Counties is underway.
The Gordon family, whose combined interest in Liberty International is 14.8
per cent., intends to vote in favour of the Demerger and to remain invested
in, and will be represented on the boards of, both companies.
The existing Liberty International incentive plans will remain in place for
Capital Shopping Centres. Details of certain adjustments, together with the
new incentive arrangements for Capital & Counties, will be contained within
the documentation to be posted in connection with the Demerger.
Dividends
As stated in the audited preliminary results released today, the Liberty
International Board intends to pay a final dividend of 11.5 pence per share
for the full year ended 31 December 2009, bringing the full year dividend to
16.5 pence per share in aggregate, which is the same level as for 2008.
With respect to the year ending 31 December 2010, if the Demerger proceeds,
it is currently intended that Capital Shopping Centres will pay a total
dividend of not less than 15 pence per share and Capital & Counties will pay
a total dividend of not less than 1.5 pence per share.
Subject to performance and available resources, Capital Shopping Centres
will in future years seek to grow its dividend from the level of 15 pence
per ordinary share.
Any growth in the Capital & Counties dividend in future years will depend on
the level of net operating income (before exceptional items) while taking
into account asset realisations and its active management plans and
commitments within the central London market.
Taxation
For the purposes of UK taxation of chargeable gains, the Demerger should be
treated as a reorganisation of share capital, so there should be no
chargeable gain for UK tax purposes. In South Africa there is no demerger
structure available to Liberty International that would provide rollover
relief on capital gains in South Africa but the Demerger will be structured
to minimise the capital gains tax consequences, which will be limited by
reference to the share price of Capital & Counties following the Demerger.
Capital & Counties will not be a REIT immediately following the Demerger, so
will need to recognise current tax on rental profits and deferred tax on
revaluation surpluses accrued in respect of those assets currently within
the Liberty International REIT business (Covent Garden London, and its
interests in the Empress State Building and Great Capital Partnership joint
ventures) following the Demerger. Earls Court & Olympia and the China
investments are not currently part of the Liberty International REIT
business.
Timetable
Documentation relating to the proposed Demerger, which will include the
timetable for the Demerger process, will be posted following the formal
approval of the South African authorities. The Demerger is currently
expected to complete in May.
Chairman and Executive Directors of Capital Shopping Centres Group PLC
Patrick Burgess MBE - Chairman
Patrick Burgess MBE was appointed a non-executive director of Liberty
International in 2001 and chairman in August 2008. He was a partner of the
law firm, Gouldens, from 1974, serving as senior partner for six years,
culminating with the merger of Gouldens with Jones Day in 2003 from whom he
retired in 2007. He is also a non-executive director of Standard Bank PLC.
David Fischel - Chief Executive
David Fischel joined Liberty International in 1985. He was appointed finance
director in 1988, managing director in 1992 and chief executive in March
2001. Throughout his career at Liberty International, he has been closely
involved with its corporate development, including its shopping centre
business.
Kay Chaldecott - Executive Director, Property
Kay Chaldecott joined the group in 1984. She was appointed a director of the
Capital Shopping Centres business in 2000 and was appointed to the Liberty
International Board in February 2005. In October 2005, she was appointed
managing director of the Capital Shopping Centres business. Before her
appointment as managing director and during her twenty-six year career with
the group, Kay worked on all of the shopping centres now in the Capital
Shopping Centres business. Her experience comprises investment, leasing and
retailer relationships, development, asset management and property
management.
Chairman and Executive Directors of Capital & Counties Properties PLC
Ian Durant - Chairman
Ian Durant will be chairman of Capital & Counties Properties PLC following
the completion of the Demerger. Ian Durant is currently finance director of
Liberty International, having joined in March 2008. He has wide experience
in international finance and commercial management. A former finance
director of Hongkong Land Holdings and Dairy Farm International he was based
in Hong Kong until 2001. He was finance director of Thistle Hotels PLC and
from 2005 to 2007 was chief financial officer of Sea Containers. He is a non-
executive Director of Greene King Plc.
Ian Hawksworth - Chief Executive
Ian Hawksworth will be chief executive of Capital & Counties Properties PLC
following the completion of the Demerger. He joined Liberty International in
2006. After 14 years in Hong Kong, the last 10 years of which were as a
director of Hongkong Land Limited responsible for commercial property, he
was appointed as managing director of the Capital & Counties business and as
a director of Liberty International in September 2006. He is also a non-
executive director of AIM-listed Japan Residential Investment Company.
Soumen Das - Finance Director
Soumen Das will be finance director of Capital & Counties Properties PLC
following the completion of the Demerger. He is currently corporate finance
manager of Liberty International, having joined in July 2009. He was
previously a partner of Mountgrange Investment Management LLP responsible
for corporate finance and acquisitions. Prior to that he was an executive
director of UBS Investment Bank based in London, where he spent nine years
in the real estate investment banking and real estate finance groups.
Gary Yardley - Investment Director
Gary Yardley will be investment director of Capital & Counties Properties
PLC following completion of the Demerger. He was appointed chief investment
officer and director of the Capital & Counties business in June 2007. He was
previously a senior equity partner of King Sturge LLP and managing director
of its financial services company. He is experienced in large-scale mixed-
use developments and complex joint ventures with the public sector.
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 (the "Prospectus").
A copy of the Prospectus, when published, will be available from the
registered office of Capital & Counties at 40 Broadway, London SWlH 0BT and
on the Liberty International website at www.liberty-international.co.uk. The
Prospectus, when published, will also be available for inspection during
normal business hours on any weekday (Saturdays, Sundays and public holidays
excepted) at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ
and at the offices of Edward Nathan Sonnenbergs, 50 West Street, Sandton,
2196 South Africa, South Africa, up to and including 17 May 2010.
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.
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements", including within the meaning of Section 27A of
the Securities Act and Section 21E of the US Exchange Act of 1934. These
forward-looking statements can be identified by the use of a date in the
future or forward-looking terminology, including, but not limited to, the
terms "may", "believes", "estimates", "plans", "aims", "targets",
"projects", "anticipates", "expects", "intends", "may", "will", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
historical facts and include statements regarding Liberty International`s or
Capital & Counties` intentions, beliefs or current expectations. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to future events and circumstances. A number of factors could cause
actual results and developments to differ materially from those expressed or
implied by the forward-looking statements. Any forward-looking statements in
this announcement reflect Liberty International`s and/or Capital & Counties`
view with respect to future events as at the date of this announcement and
are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to Liberty International or Capital &
Counties` operations, results of operations, financial condition, growth,
strategy, liquidity and the industry in which Liberty International or
Capital & Counties operate. No assurances can be given that the forward-
looking statements in this announcement will be realised. Liberty
International and Capital & Counties undertake no obligation and do not
intend to revise or update any forward-looking statements in this
announcement to reflect events or circumstances after the date of this
announcement.
Date: 09/03/2010 09:09:11 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. |
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