Important Notice

This website is designated for the publication of documents and information in connection with a possible offer for the issued and to be issued share capital of Capital & Regional plc (the “Possible Offer“).

ACCESS TO THIS MICROSITE (THE “MICROSITE“) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OTHER THAN THE UNITED KINGDOM. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE.

ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY VUKILE PROPERTY FUND LIMITED (“VUKILE“) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. THE POSSIBLE OFFER CANNOT BE VALIDLY ACCEPTED BY Capital & Regional SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OFFER DOCUMENTS IF AND WHEN PUBLISHED FROM THIS MICROSITE.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH VUKILE REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION“).

If you would like information on the Possible Offer please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights. Please note that this notice may be altered or updated. You should read it in full each time you access this Microsite.

Basis of access

The information contained on this Microsite in respect of the Possible Offer is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise.

The full terms and conditions of the Possible Offer will be set out in the formal offer documentation sent to or made available to Capital & Regional shareholders (the “Possible Offer Documentation“). In considering the Possible Offer, shareholders of Capital & Regional should only rely on the information contained, and procedures described, in the Possible Offer Documentation.

Responsibility

The information contained on this Microsite speaks only at the date of the relevant document, announcement or information reproduced on this Microsite and, subject to any continuing obligations under applicable law or any relevant listing rules, Vukile accepts no responsibility or duty to update any such information, document, announcement or information, and reserves the right to add to, remove or amend any document, announcement or information reproduced on this Microsite at any time.

In relation to any document, announcement or information contained on this Microsite, the only responsibility accepted by the directors of Vukile is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither the directors of Vukile, nor Capital & Regional, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

Capital & Regional shareholders should seek advice from an independent financial adviser as to the suitability of any action for the shareholder concerned. Any shareholder action required in connection with the Offer will only be set out in the Possible Offer Documentation to be sent to or made available to Capital & Regional shareholders by Vukile and any decision made by such shareholders should be made solely and only on the basis of information provided in the Possible Offer Documentation.

Merrill Lynch International (“BofA Securities”), which is authorised by the Prudential Regulation Authority (“PRA”) and regulated by the Financial Conduct Authority (“FCA”) and the PRA in the United Kingdom, is acting as financial adviser exclusively for Vukile and for no one else and will not be responsible to anyone other than Victor for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Microsite. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with the contents of this Microsite or any matters referred to herein.

Forward-looking statements

The information on this Microsite contains certain forward-looking statements with respect to the financial condition, results of operations and business of Capital & Regional and certain plans and objectives of Vukile with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as ‘anticipate’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘will’, ‘may’, ‘should’, ‘would’, ‘could’ or other words of similar meaning or the negative thereof. These statements are based on assumptions and assessments made by Capital & Regional and/or Vukile in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in the information on this Microsite could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the information on this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the information on this Microsite. Neither Capital & Regional nor Vukile assumes any obligation to update or correct the information contained on this Microsite (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, social, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.

Overseas persons

The materials found on this Microsite contain information in respect of the Possible Offer. Viewing this information may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Microsite.

Notice to US investors

The Possible Offer is subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. In addition, the payment and settlement procedure with respect to the Possible Offer shall comply with the relevant United Kingdom rules, which differ from United States payment and settlement procedures. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the United States has approved the Possible Offer, passed upon the fairness of the Possible Offer or passed upon the adequacy or accuracy of any information in this section of the website. Any representation to the contrary is a criminal offence in the United States.

Any financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of shares to enforce their rights and claims arising out of the US federal securities laws. Holders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment. 

Acceptance of notice

By choosing the “I AGREE” option, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that Vukile is lawfully entitled to make the content of any communication or document in relation to the Possible Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Possible Offer.

Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Possible Offer. If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither Vukile nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.

This notice shall be governed by, and interpreted in accordance with, English law.

ACKNOWLEDGEMENT AND ACCEPTANCE

By clicking on “I AGREE” box below, you hereby acknowledge that you have read and understood the notice set out above, that you are permitted to proceed to this Microsite and agree to be bound by its terms. If you are not able to give these confirmations, we cannot provide you access to the Microsite and you should click on the “I DECLINE” box below.

Possible Offer for Capital & Regional

0
Type Name Year Action
Announcement Rule 2.4 Statement regarding Capital & Regional plc 2024 Download
Announcement Rule 2.9 Disclosure in connection with Capital & Regional plc 2024 Download