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CAPITAL & COUNTIES PROPERTIES PLC
(Incorporated and registered in the United Kingdom
with Registration Number 07145051 and
registered in South Africa as an external company
with Registration Number 2010/003387/10)
JSE code: CCO ISIN: GB00B62G9D36
LEI: 549300TTXXZ1SHUI0D54
CMA CLEARANCE AND UPDATE ON TIMETABLE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 February 2023
Recommended all-share merger
of
Capital & Counties Properties PLC ("Capco")
and
Shaftesbury PLC ("Shaftesbury")
CMA Clearance and Update on Timetable
Capco and Shaftesbury welcome today's announcement that, following its Phase 1 review, the CMA
has unconditionally cleared the recommended all-share merger of Capco and Shaftesbury (the
"Merger"). Accordingly, Capco and Shaftesbury are pleased to confirm that the CMA Condition has
been satisfied.
The Court sanction hearing is expected to take place on 2 March 2023 and subject to the satisfaction
or waiver (if capable of waiver) of the remaining Conditions, the Merger is expected to complete on
6 March 2023. The Merger received the necessary approvals from Capco Shareholders and
Shaftesbury Shareholders at the respective shareholder meetings held on 29 July 2022.
Further announcements will be made in due course and an updated timetable of principal events
relating to the Scheme is set out in the appendix to this announcement. Further information on the
Conditions is set out in the scheme document posted to Shaftesbury Shareholders on 7 July 2022
(the "Scheme Document") (which is available on each of Capco and Shaftesbury's websites).
Capitalised terms used in this announcement shall, unless otherwise defined, have the meanings
given to them in the Scheme Document.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Capco and Shaftesbury's current expectation of the
dates and is subject to change. If any of the dates and/or times in this expected timetable change,
the revised dates and/or times will be notified to Shaftesbury Shareholders by announcement
through a Regulatory Information Service of the London Stock Exchange with such announcement
being made available on Shaftesbury's website at https://www.shaftesbury.co.uk/en/investor-
relations/recommended-all-share-merger-with-capco.html and, if required by the Panel, by posting
notice of the change(s) to Shaftesbury Shareholders.
Event Time and/or date
Publication of change of name declaration announcement on the 22 February 2023
JSE
Publication of Capco annual results for 2022 1 March 2023
Court sanction hearing 2 March 2023
Publication of change of name finalisation announcement on the by 8.00 a.m. on 3 March
JSE 2023
Publication of supplementary prospectus and Capco annual 3 March 2023
report for 2022
Record date for the Capco interim dividend 3 March 2023
Expected last day to trade in Capco Shares on the JSE prior to 3 March 2023
the name change
Last day of dealings in, and for the registration of transfers of, 4.30 p.m. on 3 March 2023
Shaftesbury Shares
Disablement of Shaftesbury Shares in CREST 4.30 p.m. on 3 March 2023
Scheme Record Time 6.00 p.m. on 3 March 2023
Effective Date of the Scheme 6 March 2023
Admission of New Capco Shares to the LSE and JSE 8.00 a.m. on 6 March 2023
De-listing of Shaftesbury Shares from the Official List and the 8.00 a.m. on 6 March 2023
Main Market
Expected trading in new name of Shaftesbury Capital PLC on 7 March 2023
the LSE and JSE under the share code SHC commences on
Payment date for the Capco's second interim dividend (to Capco 20 March 2023
shareholders on the register on 3 March 2023)
Latest date for despatch of fractional or restricted share sale 20 March 2023
proceeds cheques and crediting of CREST accounts of Scheme
Shareholders for fractional entitlements or restricted sales
proceeds
Latest date for despatch of share certificates of Scheme 20 March 2023
Shareholders
Enquiries:
Capco +44 (0)20 3214 9150
Ian Hawksworth, Chief Executive
Situl Jobanputra, Chief Financial Officer
Sarah Corbett, Director of Commercial Finance and Investor Relations
Rothschild & Co (Lead Financial Advisers and UK Sponsor to Capco) +44 (0)20 7280 5000
Alex Midgen
Peter Everest
UBS (Joint Financial Adviser and Corporate Broker to Capco) +44 (0)20 7567 8000
Hew Glyn Davies
Jonathan Retter
Jefferies (Joint Financial Adviser and Corporate Broker to Capco) +44 (0)20 7029 8000
Philip Noblet
Ed Matthews
Peel Hunt (Joint Corporate Broker to Capco) +44 (0)20 7418 8900
Carl Gough
Capel Irwin
Hudson Sandler (PR Adviser to Capco) +44 (0)20 7796 4133
Michael Sandler
Instinctif Partners (PR Adviser to Capco) +27 (0)11 447 3030
Frederic Cornet
Shaftesbury +44 (0)20 7333 8118
Brian Bickell, Chief Executive
Chris Ward, Chief Financial Officer
Evercore (Joint Lead Financial Adviser to Shaftesbury) +44 (0)20 7653 6000
Ed Banks
Wladimir Wallaert
Blackdown Partners (Joint Lead Financial Adviser to Shaftesbury) +44 (0)20 3807 8484
Peter Tracey
Tom Fyson
Liberum Capital (Joint Financial Adviser and Corporate Broker to +44 (0)20 3100 2000
Shaftesbury)
Richard Crawley
Jamie Richards
J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker +44 (0)20 7742 400
to Shaftesbury)
Paul Pulze
Saul Leisegang
RMS Partners (PR Adviser to Shaftesbury) +44 (0)7958 754 273
Simon Courtenay
MHP Communications (PR Adviser to Shaftesbury) +44 (0)20 3128 8613
Oliver Hughes
Barclays, BNP Paribas and HSBC are original lenders under the Loan Facility Agreement and have
provided financial advice to Capco in relation to the Merger. Java Capital is acting as South African
sponsor to Capco.
Herbert Smith Freehills LLP is acting as legal adviser to Capco in connection with the Merger.
Hogan Lovells International LLP is acting as legal adviser to Shaftesbury in connection with the
Merger.
Further information
This announcement is for information purposes only and is not intended to and does not constitute,
or form part of, any offer to sell or issue, or any solicitation of an offer to purchase, subscribe for or
otherwise acquire, or the solicitation of any offer to dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Merger or otherwise, nor shall there be any sale,
issuance or transfer of securities of Capco or Shaftesbury pursuant to the Merger in any jurisdiction
in contravention of applicable laws.
The Merger will be implemented solely pursuant to the terms of the Scheme Document (or, in the
event that the Merger is to be implemented by means of a Takeover Offer, the Offer Document),
which, together with the forms of proxy, contains the full terms and conditions of the Scheme. Any
decision in respect of, or other response to, the Merger by Shaftesbury Shareholders should be made
only on the basis of the information contained in the Scheme Document (or, in the event that the
Merger is to be implemented by means of a Takeover Offer, the Offer Document).
This announcement does not constitute a prospectus or a prospectus equivalent document.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse
Regulation in respect of Capco and Shaftesbury. The person responsible for arranging for the release
of this announcement on behalf of Capco is Ruth Pavey, Company Secretary and on behalf of
Shaftesbury is Desna Martin, Company Secretary.
The Merger will be subject to the applicable requirements of the Code, the Panel, the London Stock
Exchange and the FCA.
Information Relating to Shaftesbury Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by
Shaftesbury Shareholders, persons with information rights and other relevant persons in connection
with the receipt of communications from Shaftesbury may be provided to Capco during the offer
period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the
Code.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than
an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must
be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th Business Day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class
of relevant securities of the offeree company or of any securities exchange offeror must make a
Dealing - 3 - Disclosure if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business
Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you
are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by reference in this announcement), oral
statements made regarding the Merger and other information published by Capco and Shaftesbury
contain statements which are, or may be deemed to be, "forward-looking statements". These forward
looking statements can be identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of Capco and Shaftesbury
about future events, and are therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this announcement may include statements
relating to the expected effects of the Merger on Capco and Shaftesbury, the expected timing of the
Merger and other statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as "plans", "expects" or "does
not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", “targets”, “hopes”,
"forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words
and phrases of similar meaning or statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be achieved. These statements are based on
assumptions and assessments made by Shaftesbury, and/or Capco in light of their experience and
their perception of historical trends, current conditions, future developments and other factors they
believe appropriate. Although Capco and Shaftesbury believe that the expectations reflected in such
forward-looking statements are reasonable, Capco and Shaftesbury can give no assurance that such
expectations will prove to be correct. 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.
There are a number of factors which could cause actual results and developments to differ materially
from those expressed or implied by such forward looking statements, including, among others the
enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation
of contracts or licences; fluctuations in demand and pricing in the commercial property industry;
changes in government policy and taxations; changes in political conditions, economies and markets
in which Capco and Shaftesbury operate; changes in the markets from which Capco and Shaftesbury
raise finance; the impact of legal or other proceedings; changes in accounting practices and
interpretation of accounting standards under IFRS; changes in interest and exchange rates; industrial
disputes; war and terrorism. These forward-looking statements speak only as at the date of this
document.
Other unknown or unpredictable factors could cause actual results to differ materially from those in
the forward-looking statements. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Capco nor Shaftesbury, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking statements in this
announcement will actually occur. You are cautioned not to place undue reliance on these forward-
looking statements. Other than in accordance with their legal or regulatory obligations (including
under the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), neither
Capco nor Shaftesbury is under any obligation, and Capco and Shaftesbury expressly disclaim any
intention or obligation, to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available subject to
certain restrictions relating to persons resident in Restricted Jurisdictions on Capco's website at
https://www.capitalandcounties.com/investors/investor-information/merger-shaftesbury-plc and
Shaftesbury's website at https://www.shaftesbury.co.uk/en/investor-relations/recommended-all-
share-merger-with-capco.html by no later than 12 noon (London time) on the business day after the
date of this announcement.
For the avoidance of doubt, the contents of Capco's website and Shaftesbury's website are not
incorporated into and do not form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Capco Shareholders may request a hard copy of this
announcement by contacting Ruth Pavey (Company Secretary) during business hours on 020 3214
9170 (or, in the case of shareholders resident in South Africa, Java Capital during business hours on
+27 081 011 5571). If you have received this announcement in electronic form, copies of this
announcement and any document or information incorporated by reference into this document will
not be provided unless such a request is made. Capco Shareholders may also request that all future
documents, announcements and information to be sent to them in relation to the Merger should be
in hard copy form.
In accordance with Rule 30.3 of the Code, Shaftesbury Shareholders may request a hard copy of
this announcement by contacting Desna Martin (Company Secretary) at
companysecretary@shaftesbury.co.uk or by calling +44 (0)20 7333 8118. If you have received this
announcement in electronic form, copies of this announcement and any document or information
incorporated by reference into this document will not be provided unless such a request is made.
Shaftesbury Shareholders may also request that all future documents, announcements and
information to be sent to them in relation to the Merger should be in hard copy form.
If you are in any doubt about the contents of this announcement or the action you should take, you
are recommended to seek your own independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if
you are resident in the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Other information
If you have any questions about shareholder matters relating to the contents of this announcement,
please contact Link Group on +44 (0)371 664 0321. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 09:00 - 17:30, Monday to Friday excluding public
holidays in England and Wales.
Sponsor
Java Capital
