NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

28 May 2024

No intention to bid statement regarding Capital & Regional plc

Further to the announcement made on 23 May 2024 in relation to a possible offer for Capital & Regional plc ("Capital & Regional") by Vukile Property Fund Limited ("Vukile"), which was submitted on 19 April 2024, Vukile has engaged with Capital & Regional's largest shareholder, Growthpoint Properties Limited ("Growthpoint"), which controls approximately 68.1% of its share capital, to evaluate the potential terms and structure of a possible offer. However Vukile has not been able to reach agreement with Growthpoint as to the terms and structure of any possible offer and therefore confirms that it does not intend to make an offer under Rule 2.7 of the Code.

This is a statement to which Rule 2.8 of the Code applies.

For the purposes of Rule 2.8 of the Code, Vukile reserve the right, either together or individually, to announce or participate in an offer or possible offer for Capital & Regional and/or to take any other action which would otherwise be restricted under Rule 2.8 of the Code within 6 months after the date of this announcement in the following circumstances described in Note 2 on Rule 2.8 of the Code: (i) with the consent of the Board of Capital & Regional; (ii) if a third party announces a firm intention to make an offer for Capital & Regional; (iii) if Capital & Regional announces a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or (iv) if the Panel determines there has been a material change of circumstances.

Vukile, and any person acting in concert with Vukile, reserve the right to acquire and/or offer to acquire Capital & Regional shares or interests in Capital & Regional shares subject to and in accordance with Rule 2.8 of the Code.

Enquiries:

Vukile Property Fund Limited

Laurence Rapp                                                  +27 83 266 3011

Marijke Coetzee                         +27 82 852 0247                                   

BofA Securities (Financial Adviser to Vukile)  

Stephen Little                                        +44 20 7628 1000

Geoff Iles

Marcus Jackson

Anthony Knox

Gbolawoyi Ajayi

Important information

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

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 Vukile for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. 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 this announcement, any statement contained herein or otherwise.