PROJECT SUNBIRD

INVESTOR PRESENTATION

REFOCUS, RESTRUCTURE,

RECAPITALISE

October 2021

FOR INSTITUTIONAL/PROFESSIONAL INVESTORS ONLY. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

These slides (the "Slides") and the accompanying verbal presentation (individually or together, the "Presentation") relating to Capital & Regional plc (the "Company" or "Group") are being supplied to you solely for your information. The Presentation may not, in whole or in part, be republished or reproduced or redistributed to, or discussed with, any other person, without the prior written consent of the Company. The contents of the Presentation are confidential and are subject to updating, completion, revision, further verification and amendment without notice.

These Slides have been prepared by, and are the sole responsibility of the Company, in connection with a proposed open offer (the "Fundraise") of new ordinary shares in the Company (the "Issue Shares") and the proposed admission of the Issue Shares to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange and the listing and trading on the Main Board of the Johannesburg Stock Exchange. The content of the Presentation has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA"). Reliance on the Presentation for the purpose of engaging in investment activity may expose an investor to a significant risk of losing all of the property or other assets invested. Any person who is in any doubt about the investment to which the Presentation relates should consult an authorised person specialising in advising on investments of the kind referred to in the Presentation.

These Slides and the Presentation have been prepared for information purposes only in order to facilitate preliminary discussions with certain investors in connection with the Fundraise. These Slides and the Presentation are an advertisement and do not constitute a prospectus prepared in accordance with section 85 of FSMA and have not been approved by the UK Financial Conduct Authority ("FCA"), London Stock Exchange plc or any other investment exchange or regulatory authority, nor is it intended that any announcement subsequently published by the Company will be approved by any such person. Recipients of this Presentation who intend to purchase Issue Shares and who require advice should consult an independent financial adviser. If a decision is made to proceed with the Fundraise, the offer to acquire the Issue Shares will be made, and any such Fundraise will be based, exclusively on a prospectus that will be produced and made available (on the Company's website at www.capreg.com) by the Company ("Prospectus"). The Prospectus will supersede all information provided to you before the date of the Prospectus (including, for the avoidance of doubt, all information provided in the Presentation).

These Slides and the oral Presentation do not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company nor shall these Slides or any part of them, or the fact of their distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract therefor. Recipients of these Slides and/or the oral Presentation who decide to subscribe for Issue Shares or other securities of the Company are reminded that any application so to subscribe for such shares or other securities may only be made on the basis of the information contained in the combined Prospectus and circular by the Company which may be different from the information contained in the Presentation and will contain additional information. No reliance may be placed for any purpose whatsoever on the information contained in, or the opinions expressed in, the Presentation or on its truth, completeness, accuracy, sufficiency or fairness, nor should anything contained in the Presentation be considered a recommendation by the Company, Numis Securities plc ("Numis") or Investec Bank plc ("Investec") and together with Numis, the "Banks") or Investec Bank Limited ("SA Sponsor"), their respective affiliates or any of such persons' directors, officers, employees, agents or advisers ("Affiliates") in relation to any subscription for the Issue Shares.

No representation or warranty, express or implied, is made or given by or on behalf of the Company, the Banks, the SA Sponsor, or their respective Affiliates with respect to the information contained in, or the opinions expressed in, the Presentation or on its truth, completeness, accuracy, sufficiency or fairness (or whether any information has been omitted from the Presentation), and no liability is accepted by any such person for any direct or consequential loss however arising from any use of, or reliance on, the Presentation or otherwise in connection with it. None of the information contained in the Presentation has been independently verified by the Company, the Banks, the SA Sponsor, or their respective Affiliates. Nothing in this paragraph excludes liability for fraud or fraudulent misstatement. Prospective investors should conduct their own investigations in relation to the matters referred to in the Presentation and are recommended to consult their own advisers specialising in advising on investments of the kind referred to in the Presentation.

These Slides may contain unpublished inside information with regard to the Company and/or its securities. Recipients of these Slides should not deal or encourage any other any other person to deal in the securities of the Company whilst they remain in possession of such inside information and until the transaction described in these Slides is announced. Dealing in securities of the Company when in possession of inside information could result in liability under the insider dealing restrictions set out in the Criminal Justice Act 1993 or the Market Abuse Regulation (EU) No.596/2014 as it forms part of UK domestic law by virtue of the EUWA ("MAR"). These Slides may contain information which is not generally available, but which, if available, would or would be likely to be regarded as relevant when deciding the terms on which transactions in the shares of the Company should be effected. Unreasonable behaviour based on such information could result in liability under the market abuse provisions of MAR.

The Presentation is only directed at and being made available to persons in the United Kingdom who are qualified investors within the meaning of article 2(1)(e) of the UK Prospectus Regulation, and also who either (a) are persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (b) are high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order or (c) are members as described in Article 33 of the Order or to those persons whom it may otherwise be lawfully communicated (together, being "Relevant Persons"). Any investment or investment activity to which the Presentation relates will only be made available to persons in the United Kingdom who are Relevant Persons. The Presentation must not be acted on or relied on by any person in the United Kingdom who is not a Relevant Person. The information contained in the Presentation is not intended to be viewed by, or distributed or passed on (directly or indirectly) to, and any person who receives these Slides who is not a Relevant Person must return them immediately and must not view the Presentation.

Subject to certain limited exceptions, neither the Presentation nor any copy of it should be distributed in whole or in part, directly or indirectly, by any means (including electronic transmission) to any persons with addresses or otherwise located in the United States of America (or any of its territories or possessions) (collectively, the "United States"). The Presentation (and the information contained herein) is not and does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase or subscribe for securities, in the United States. Any securities described in this Presentation have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company does not intend to conduct a public offering of any securities in the United States.

These Slides and the Presentation do not constitute or form a part of an offer to the public for the sale of, or subscription for, or an invitation or the solicitation of an offer to buy and/or subscribe for, securities as defined in the South African Companies Act No. 71 of 2008 (as amended) (the "SA Companies Act") or otherwise and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public as contemplated in the SA Companies Act, or otherwise. Furthermore, these Slides and the Presentation do not constitute a prospectus or pre-listing statement registered and/or issued in terms of the SA Companies Act, or otherwise.

All projections, estimations, target returns and the like in these Slides and Presentation are illustrative exercises involving significant elements of judgement and analysis and using the assumptions described herein, which assumptions, judgements and analyses may or may not prove to be correct. The actual outcome may be materially affected by changes in, for example, economic and/or other circumstances. Each of the Banks, the SA Sponsor, the Company and their respective Affiliates expressly disclaims any and all liability which may be based thereon. In particular, no representation or warranty is given as to the achievement or reasonableness of future projections, estimates, or target returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as of the date of these Slides and Presentation. The information contained in the Presentation will not be updated.

This Presentation contains information regarding the past performance of the Company. The past performance of the Company is not indicative, nor intended to be indicative, of future performance or results of the Company.

Neither the Presentation nor any copy of it should be distributed in whole or in part, directly or indirectly, by any means (including electronic transmission) to any persons in any other jurisdiction, including but not limited to persons with addresses in the United States, Canada, Japan, Australia or any other jurisdiction where to do so would be unlawful. Recipients of these Slides in any such jurisdiction should return the Slides to the Banks and/or the SA Sponsor (as applicable) and may not act on them. Any failure to comply with this restriction may constitute a violation of relevant local securities laws. By accepting this Presentation, you agree to be bound by these restrictions.

The Presentation and documents referred to in it contains (or may contain) forward-looking statements. These statements relate to the future prospects, developments and business strategies of the Company. Forward-looking statements are identified by the use of such terms as "aim", "anticipate", "believe", "could", "envisage", "estimate", "expect", "potential", "intend", "may", "seek", "goal", "plan", "will" or variations or the negative of those, or comparable expressions, including references to assumptions. The forward-looking statements contained in the Presentation are based on current expectations and are subject to risks, uncertainties and other important factors beyond the control of the Company that could cause actual results or performance of the Company to differ materially from those expressed or implied by those forward-looking statements. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company's actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on such forward-looking statements. Except as required by applicable law or regulation, the Company disclaims any obligation or undertaking to update any such forward-looking statements in the Presentation to reflect future events or developments. You should not rely on forward-looking statements, which speak only as of the date of this Presentation.

Neither the Company's website at www.capreg.com, nor any website accessible by hyperlinks on the Company's website forms part of the Presentation, has not been subject to review or verification in respect of the Fundraise and no reliance may be placed by an investor on any information or opinions expressed on that website.

Investec, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting for the Company as Sponsor and financial adviser in connection with the Fundraise in the United Kingdom and will not be acting for any other person (including any recipient of the Presentation) and will not be responsible to any person other than the Company for providing the protections afforded to clients of Investec for advising any other person in respect of the Fundraise procured or facilitated by Investec. No representation or warranty, express or implied, is made by Investec as to the contents of the Presentation. Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company as broker in connection with the Fundraise in the United Kingdom will not be acting for any other person (including any recipient of the Presentation) and will not be responsible to any person other than the Company for providing the protections afforded to clients of Numis for advising any other person in respect of the Fundraise procured or facilitated by Numis. No representation or warranty, express or implied, is made by Numis as to the contents of the Presentation.

The SA Sponsor is acting as Johannesburg Stock Exchange sponsor in connection with the Fundraise in South Africa and will not be acting for any other person (including any recipient of the Presentation) and will not be responsible to any person other than the Company for providing the protections afforded to clients of the SA Sponsor or for advising any other person in respect of the Fundraise procured or facilitated by the SA Sponsor.

These Slides are strictly confidential and may not be copied, distributed, published or reproduced in whole or in part, or disclosed or distributed by any means (including electronic transmission) by recipients to any other person. Any recipient of these Slides agrees to keep permanently confidential all information not already in the public domain. These Slides may not be disclosed, taken away, reproduced, recorded, distributed, transmitted, copied or passed on, directly or indirectly to any other person or published or used in whole or in part, for any purpose. No copy of these Slides shall be left behind after the meeting.

By either accepting a hard copy of these Slides or attending the oral Presentation, you warrant, represent and acknowledge to the Company, the Banks and the SA Sponsor that you are a person to whom the Presentation may lawfully be provided in accordance with all applicable laws and you acknowledge and agree to be bound by the foregoing limitations and restrictions.

14 October 2021

REFOCUS, RESTRUCTURE AND RECAPITALISE

Debt Restructure and Open Offer significantly deleverages the Company's Investment Assets

REFOCUS

  • New classification into Investment & Managed Assets as outlined at the interims
    • Investment Assets (where Group has net equity): The Mall - Blackburn, Maidstone, Walthamstow, Wood Green, and The Exchange - Ilford
    • Managed Assets (where Group has no net equity): The Marlowes - Hemel Hempstead, and The Mall - Luton

RESTRUCTURE

  • Agreement to acquire outstanding RBS balance of £100m of the Mall debt facility for £81m(1), with TIAA part-funding the acquisition by providing an additional facility of £35m
  • Agreement in principle on The Exchange - Ilford's debt facilities subject to additional capex injection by Capital & Regional

RECAPITALISE

  • Proposed fully underwritten £30m Open Offer at 56p, representing a (10.4%) discount to 30-Day VWAP(2) and a (2.4%) discount to last close
  • Growthpoint, (52% shareholder) has irrevocably undertaken to take up its Open Offer entitlement in full and is fully underwriting the issue
  • Post-transaction,LTV on Investment Assets and Central Cash and Operations reduces to 49.7%

1.

Excluding the cash towards settlement of the interest rate swap estimated at £1m

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capreg.com

2.

VWAP as at 12/10/21

DEBT RESTRUCTURING AND PROPOSED £30M EQUITY RAISE

  • Fully underwritten £30m Open Offer to part-fund the £100 million of debt outstanding with RBS for a principal amount of £81 million, representing a discount of £19 million, or 19% to par
  • Growthpoint, the Company's major shareholder (52%), has agreed to fully underwrite the issue by subscribing for any shares not taken up under the Open Offer
    - Growthpoint have irrevocably undertaken to take up its Open Offer entitlement in full
  • Open Offer transaction to be effected by issuance of 23 for 48 Existing Ordinary Shares (53,580,237 new shares issued)
  • The Issue Price 56p represents a (10.4%) discount to the 30-day VWAP (62.5p) prior to announcement
  • Opportunity for all shareholders to participate in the Open Offer

Post-Transaction

  • The Group maintain cash reserves of £47m post transaction which may provide funding for future capex
  • Net LTV on Investment Assets and Central Cash and Operations reduces to 49.7%
  • Further opportunities for additional near term cash receipts

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THE MALL DEBT FACILITY RESTRUCTURING

Transaction materially reduces LTV, extends debt maturity and provides 2 year covenant waivers on core facility

  • Agreement to acquire outstanding RBS balance of £100m of the Mall debt facility for £81m(1)
  • TIAA, the other lender in the Mall debt facility, has agreed to provide an additional £35m to partially fund the acquisition
  • Capital & Regional to fund the purchase of £47m balance from fully underwritten Open Offer and existing cash resources
  • By virtue of this funding, TIAA will increase its total lending to the group from £165m to £200m
  • The new TIAA £35m debt facility will have aggregate interest of 6.0% + SONIA maturing in January 2027
  • Further, covenants on the Mall debt facility will be waived for two years from the date the new TIAA debt facility agreement becomes effective
  • The transaction reduces Net LTV on Investment Assets and Central Cash and Operations to 49.7%
  • As a result of the above steps, the Group will have reduced its borrowings on the four Mall assets from £265m pursuant to the old Mall debt facility (which will no longer be in place) to £200m
    1. Excluding the cash towards settlement of the interest rate swap estimated at £1m

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Capital & Regional plc published this content on 14 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 October 2021 14:31:10 UTC.