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



RECOMMENDED ALL-SHARE MERGER OF CAPITAL & COUNTIES PROPERTIES PLC
(“CAPCO”) AND SHAFTESBURY PLC (“SHAFTESBURY”) - SCHEME SANCTIONED BY
COURT



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.

                                                                                   2 March 2023
Capco and Shaftesbury are pleased to announce that the Court has today sanctioned the
Scheme by which the recommended all-share merger of Capco and Shaftesbury (the
“Merger”) is being implemented.

The Scheme will become effective upon the Court Order being delivered to the Registrar of
Companies, which is expected to take place by 8.00 a.m. on 6 March 2023.

The last day of dealings in, and for registration of transfers of, Shaftesbury Shares will be
tomorrow, 3 March 2023. No transfers of Shaftesbury Shares will be registered after 4.30 p.m.
on 3 March 2023.

Following the Scheme becoming effective, Shaftesbury Shareholders (other than the holders
of the Existing Capco Shareholding) on the register at the Scheme Record Time, being 6.00
p.m. on 3 March 2023, will receive 3.356 New Capco Shares for each Shaftesbury Share held.

1,095,549,228 New Capco Shares will be issued to Shaftesbury Shareholders (including up to
128,350,794 New Capco Shares in respect of the Secured New Capco Shares). In addition,
6,170,629 Capco Shares will be issued pursuant to Capco's Share Plans.

Applications have been made to (i) the Financial Conduct Authority and the London Stock
Exchange in relation to the admission of 1,101,719,857 Capco Shares to listing on the premium
listing segment of the Official List and to trading on the London Stock Exchange's main market
for listed securities, and (ii) the JSE for the secondary (inward) listing and admission to trading
of 1,101,719,857 Capco Shares on the Main Board of the JSE, which is expected to take place
on the London Stock Exchange at 8.00 a.m. (London time) and on the JSE at 10.00 a.m.
(Johannesburg time) on 6 March 2023.

It is expected that trading in Shaftesbury Shares on the Main Market of the London Stock
Exchange and the listing of Shaftesbury Shares on the Official List of the Financial Conduct
Authority will be suspended before markets open on 6 March 2023 and the listing of
Shaftesbury Shares will be cancelled with effect from 8.00 a.m. on 6 March.

All references to times in this announcement are to London time, unless otherwise stated.
Defined terms used but not defined in this announcement have the meanings set out in the
scheme document which was posted to Shaftesbury Shareholders on 7 July 2022 (which is
available on each of Capco and Shaftesbury's websites).

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 +44 (0)20 7280 5000
Capco)
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 +44 (0)20 7742 400
Broker 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 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.
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 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 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
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
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 in light of its experience and perception of historical trends,
current conditions, future developments and other factors it believes appropriate. Although
Shaftesbury believes that the expectations reflected in such forward-looking statements are
reasonable, 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 Shaftesbury operate; changes in the markets from which 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 Shaftesbury, nor any of its 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), Shaftesbury is not under any obligation, and Shaftesbury expressly disclaims any
intention or obligation, to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit forecast or estimate for any period
and no statement in this announcement should be interpreted to mean that earnings or
earnings per share or dividend per share for Shaftesbury, Capco or the Combined Group, as
appropriate, for the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share or dividend per share for Shaftesbury,
Capco or the Combined Group as appropriate.
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
Shaftesbury's website at https://www.shaftesbury.co.uk/en/investor-relations/recommended-
all-share-merger-with-capco.html and on Capco's website at
 https://www.capitalandcounties.com/investors/investor-information/merger-shaftesbury-plc
and 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 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, 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.
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) at
Ruth.Pavey@capitalandcounties.com or by calling +44 (0)20 3214 9150 (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.
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.