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Capital Shopping Shares Jump on Possible Simon Offer

Capital Shopping to Buy British Mall for $1.2 Billion
Capital Shopping Centres Group Plc have agreed to buy the Trafford Centre, near Manchester. Photographer: Peter Byrne/PA/AP Images

Capital Shopping Centres Group Plc, Britain’s biggest mall owner, rose the most since it became publicly traded in 1992 after saying Simon Property Group Inc. may offer more than 2.3 billion pounds ($3.6 billion) in cash for the company.

The stock advanced 13 percent in London. Simon, which owns 5.6 percent of the company, indicated in a letter yesterday that it’s considering making an offer, CSC said in a statement today. Les Morris, a spokesman for Simon in Indianapolis, said he had no comment. Simon is the largest U.S. mall owner.

CSC disclosed Simon’s intentions while announcing an agreement to buy the Trafford Centre mall near Manchester, England, from closely held Peel Group for 747.6 million pounds in stock and bonds and 852 million pounds of assumed debt. To help with financing, CSC raised 221.2 million pounds from selling the equivalent of 9.9 percent of its equity outstanding to investors today. CSC said it rejected Simon’s request to delay the purchase and share sale.

Simon’s approach “may start a Dutch auction for the business,” Robert Duncan, a London-based analyst at Nomura International Plc with a “reduce” rating on the stock, said in a note to investors.

Simon said it would pay more than London-based CSC’s net asset value if it made an offer, though it didn’t indicate a price, according to Capital Shopping. The British mall owner’s NAV was 368 pence a share on June 30 and it had about 629.3 million shares outstanding before today’s stock sale.

‘Start Point’

The stock gained 43.6 pence to 381 pence, valuing the company at about 2.4 billion pounds.

“Any hostile cash bid would have to be at about a 20 percent-plus premium to NAV, suggesting a possible start point for negotiations of 450 pence,” Duncan said.

CSC’s other shareholders include Westfield Group, the world’s largest owner of shopping centers. The Australian company disclosed a stake of about 3 percent in August 2008, a week after Simon bought almost 3.5 percent of CSC.

Investors who didn’t participate in the share sale will have their holdings diluted by about 30 percent when the transaction is completed, Duncan said.

Merrill Lynch, UBS

CSC sold 62.3 million shares, which will start trading Nov. 30, at 355 pence each, according to a statement. That was 3.5 percent less than its NAV at June 30 and 5.6 percent lower than its pro-forma net asset value at Nov. 1, calculated as if the transaction had completed. The proceeds exclude costs and fees. Merrill Lynch and UBS AG managed the sale.

CSC is issuing 155.3 million new shares to Peel at 368 pence each and as many as 12.3 million at the share-sale price. Peel will also receive convertible bonds with an aggregate value of 209 million pounds.

Peel will own 19.9 percent of CSC when the deal is completed, making it the largest shareholder. Its holding would rise to 24.9 percent assuming full conversion of the bonds. CSC investors will vote Dec. 20 on whether to approve the deal.

John Whittaker, Peel’s billionaire owner, will become deputy chairman of CSC. He faces restrictions on selling his CSC shares for five years, according to a presentation on the company’s website.

Highest Price

Including the assumed debt, the Trafford Centre deal represents the highest price paid for a single U.K. property. The mall has 1.9 million square feet (176,500 square meters) of space and attracts more than 35 million visitors a year.

With the purchase, CSC will own four of the seven biggest U.K. shopping centers, the company said on the website, citing Property Market Analysis.

The transaction marks the first time full ownership of one of the U.K.’s 10 biggest malls will change hands since 1999. British Land Co. bought the Meadowhall shopping center in northern England in November 1999 for 1.17 billion pounds in cash and assumed debt. It sold a 50 percent stake in February last year for 588 million pounds, of which 170 million pounds was cash.

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