CAPITAL & COUNTIES PROPERTIES PLC
(Incorporated and registered in the United Kingdom
and Wales with registration Number 07145041 and
registered in South Africa as an external company
with Registration Number 2010/003387/10)
JSE code: CCO ISIN: GB00B62G9D36
LEI: 549300TTXXZ1SHUI0D54



                           POSSIBLE ALL-SHARE MERGER OF
                SHAFTESBURY PLC AND CAPITAL & COUNTIES PROPERTIES PLC


FOR IMMEDIATE RELEASE                                                                          7 May 2022

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 OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE “CODE”) AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER
WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION IN RELATION TO SHAFTESBURY PLC
AND CAPITAL & COUNTIES PROPERTIES PLC

The Boards of Shaftesbury PLC (“Shaftesbury”) (LSE: SHB) and Capital & Counties Properties PLC
(“Capco”) (LSE: CAPC) note the recent press comment and confirm that they are in advanced discussions
regarding a possible all-share merger of the two companies (the “Possible Merger”).

The Possible Merger would create a REIT focused on the West End of London with a portfolio of c.2.9
million square feet of lettable space located in high-profile destinations including Covent Garden, Carnaby,
Chinatown and Soho. The combined ownership would comprise c.1.8 million square feet of retail and
hospitality space, together with office and residential accommodation of c.1.1 million square feet.

Under the proposed terms of the Possible Merger, it is envisaged that Shaftesbury shareholders, excluding
the Shaftesbury shareholding owned by Capco, will own 53% of the combined company, and Capco
shareholders will own 47% of the combined company. Capco currently owns c.97 million shares in
Shaftesbury, representing approximately 25.2% of the existing share capital of Shaftesbury, including c.38
million shares currently held as security for Capco's exchangeable bond. The exchange ratio will not be
impacted by the Shaftesbury shares held as security. The ownership ratios have been agreed between the
Boards of Shaftesbury and Capco taking into account the relative net tangible assets and market
capitalisations of both companies.

The combined company will have a clear governance and leadership structure, led by Jonathan Nicholls as
Chairman and Ian Hawksworth as CEO. Situl Jobanputra will be the CFO and Chris Ward will be the COO.
The Board will contain strong non-executive representation from both companies, with Richard Akers as
the Senior Independent Director.

An executive committee, containing equal representation from the existing Shaftesbury and Capco
leadership teams, will be responsible for the day-to-day management and operation of the combined
company, with Capco’s Michelle McGrath responsible for the combined Covent Garden portfolio, and
Shaftesbury’s Andrew Price responsible for the Carnaby, Chinatown and Soho portfolio and Samantha
Bain-Mollison for group leasing.
After 36 years at Shaftesbury, including 11 years as CEO, Brian Bickell will retire on completion of the
transaction. Executive Directors Simon Quayle and Tom Welton, who have also been with the company for
over 30 years, will also leave the business. Henry Staunton, Chairman, and Jonathan Lane, non-executive
Director, will retire from the Board of Capco on completion.

Norges Bank, a major shareholder in both Shaftesbury and Capco, understands the strategic rationale and
has signalled its support for the two companies to explore a merger. Norges Bank has, therefore, subject
to review of the final terms and conditions of any transaction, expressed its willingness in principle to support
a combination in due course.

Discussions are ongoing and the full terms of a Possible Merger have not been finalised. There can be no
certainty that an offer will be made. The announcement of a firm intention to make an offer remains subject
to the satisfaction or waiver of a number of customary pre-conditions including, inter alia, completion of
reciprocal confirmatory due diligence.

Subject to finalisation of such terms, it is currently envisaged that the Possible Merger will be structured as
an acquisition of Shaftesbury by Capco. Accordingly, for the purposes of the Code, it has been agreed with
the Takeover Panel that, until further notice, Shaftesbury will be treated as the offeree and Capco will be
treated as the offeror.

Capco reserves the right to make an offer for Shaftesbury on less favourable terms than those set out in
this announcement: (i) with the agreement or recommendation of the Shaftesbury Board; or (ii) if a third
party announces a firm intention to make an offer for Shaftesbury which, at that date, is of a value less than
the value implied by the Possible Merger. Capco reserves the right to introduce other forms of consideration
and/or vary the mix or composition of consideration of any offer. Capco reserves the right to implement the
Possible Merger through or together with a subsidiary of Capco or a company which will become a
subsidiary of Capco. Capco reserves the right to adjust the terms of the Possible Merger to take account of
the value of any dividend or other distribution which is announced, declared, made or paid by Shaftesbury
after the date of this announcement.

Each of Capco and Shaftesbury have reserved the right to waive the pre-conditions referred to above. There
can be no certainty that any firm offer for Shaftesbury will be made, even if pre-conditions are satisfied or
waived. A further announcement will be made in due course.

Evercore and Blackdown Partners are providing financial advice to the Shaftesbury Board in connection
with the Possible Merger. Liberum Capital Limited is acting as corporate broker to Shaftesbury.

Rothschild & Co is providing financial advice to the Capco Board in connection with the Possible Merger.
UBS Investment Bank, Jefferies International Limited and Peel Hunt LLP are acting as corporate brokers
to Capco.

In accordance with Rule 2.6(a) of the Code, Capco is required, by not later than 5.00 p.m. on 4 June 2022,
to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the
Code or announce that it does not intend to make an offer, in which case the announcement will be treated
as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of
the Takeover Panel in accordance with Rule 2.6(c) of the Code.

Enquiries:

Media and Press Enquiries

 RMS Partners (PR Adviser to Shaftesbury)                                      +44 (0) 7958 754 273
 Simon Courtenay


 MHP Communications (PR Adviser to Shaftesbury)                                +44 (0) 20 3128 8622
 Oliver Hughes
 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


Financial Advisers

 Evercore (Financial Adviser to Shaftesbury)                                 + 44 (0) 20 7653 6000
 Ed Banks
 Wladimir Wallaert


 Blackdown Partners (Financial Adviser to                                    + 44 (0) 20 3807 8484
 Shaftesbury)
 Peter Tracey
 Tom Fyson


 Rothschild & Co (Financial Adviser to Capco)                                +44 (0) 20 7280 5000
 Alex Midgen
 Peter Everest


 Java Capital Trustees and Sponsors Proprietary Limited (South               +27 (0) 81 011 5571
 African sponsor to Capco)
 Tanya de Mendonca
 Kevin Joselowitz

ABOUT Shaftesbury

Shaftesbury is a Real Estate Investment Trust which invests exclusively in the heart of London’s West End
and is a constituent of the FTSE-250 Index. Focused on food, beverage, retail and leisure, its portfolio is
clustered mainly in iconic retail and restaurant locations in Carnaby, Seven Dials and Chinatown, but also
includes substantial ownerships in East and West Covent Garden, Soho and Fitzrovia.

Extending to 16 acres and representing over 1.9 million square feet of space, the portfolio comprises over
600 restaurants, cafés, pubs and shops (over 1.1 million square feet), 0.4 million square feet of offices and
630 apartments. All of Shaftesbury’s properties are close to the main West End Underground stations, and
within ten minutes’ walk of the two West End transport hubs for the Elizabeth Line, at Tottenham Court
Road and Bond Street.

In addition, Shaftesbury has a 50% interest in the Longmartin joint venture, which has a long leasehold
interest, extending to 1.9 acres, in St Martin's Courtyard in Covent Garden. www.shaftesbury.co.uk.

ABOUT Capco

Capco is one of the largest listed property investment companies in central London and is a constituent of
the FTSE-250 Index.

Capco’s landmark Covent Garden estate, which represents over 1.1 million square feet of space, is a
leading retail and dining destination in the heart of central London. The area is home to a wide variety of
British, global and independent brands including Apple, Chanel, Tom Ford, Strathberry, Ave Mario,
Balthazar and SUSHISAMBA, with upcoming openings from Peloton and Reformation. As at the date
hereof, Capco owns 25.2% of the existing share capital of Shaftesbury PLC. Capco is a Real Estate
Investment Trust and its shares are listed on the London Stock Exchange and the Johannesburg Stock
Exchange. www.capitalandcounties.com.

Capco intends to retain its secondary listing on the Johannesburg Stock Exchange ("JSE") following the
Possible Merger.

IMPORTANT NOTICES

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

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at
www.shaftesbury.co.uk and www.capitalandcounties.com by no later than 12 noon (London time) on the
business day following the date of this announcement. For the avoidance of doubt, the content of the
website referred to above is not incorporated into and does not form part of this announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for Capco and for no one else in connection
with the subject matter of this announcement and will not be responsible to anyone other than Capco for
providing the protections afforded to its clients or for providing advice in connection with the subject matter
of this announcement.

UBS AG London Branch ("UBS" or "UBS Investment Bank") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and
subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation
Authority in the United Kingdom. UBS is acting as corporate broker to Capco and no one else in connection
with the matters set out in this announcement. In connection with such matters, UBS, its affiliates, and its
or their respective directors, officers, employees and agents will not regard any other person as its client,
nor will it be responsible to any other person for providing the protections afforded to its clients or for
providing advice in relation to the contents of this announcement or any other matter referred to herein.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for Capco and no one else in connection with the Possible Merger and will
not be responsible to anyone other than Capco for providing the protections afforded to clients of Jefferies
nor for providing advice in relation to the Possible Merger or any other matters referred to in this
announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees
or agents) 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 Jefferies in connection
with this announcement, any statement contained herein, the Possible Merger or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Capco and no one else in connection with the Possible Merger
and will not be responsible to anyone other than Capco for providing the protections afforded to clients of
Peel Hunt or for providing advice in connection with the subject matter of this announcement.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial
Conduct Authority in the UK, is acting exclusively as financial adviser to Shaftesbury and no one else in
connection with the matters described in this announcement and will not be responsible to anyone other
than Shaftesbury for providing the protections afforded to clients of Evercore nor for providing advice in
connection with the matters referred to herein.

Blackdown Partners Limited ("Blackdown"), which is authorised and regulated by the Financial Conduct
Authority in the UK, is acting exclusively as financial adviser to Shaftesbury and no one else in connection
with the matters described in this announcement and will not be responsible to anyone other than
Shaftesbury for providing the protections afforded to clients of Blackdown nor for providing advice in
connection with the matters referred to herein.
Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively for Shaftesbury and no one else in connection with the matters described in this
announcement. Liberum will not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the matters described in this announcement and will not be responsible to anyone
other than Shaftesbury for providing the protections afforded to its clients or for providing any advice in
relation to matters or arrangements referred to herein.

MAR

For the purposes of MAR, this announcement is being made on behalf of Shaftesbury by Desna Martin,
Company Secretary and on behalf of Capco by Ruth Pavey, Company Secretary.

RULE 2.9 INFORMATION

In accordance with Rule 2.9 of the Code, Shaftesbury confirms that, as at close of business on 6 May 2022
(being the business day prior to the date of this announcement), its issued share capital consisted of
384,214,860 ordinary shares of 25 pence each which carry voting rights of one vote per share and admitted
to trading on the main market of the London Stock Exchange with ISIN Number GB0007990962.

In accordance with Rule 2.9 of the Code, Capco confirms that, as at close of business on 6 May 2022 (being
the business day prior to the date of this announcement), its issued share capital consisted of 851,274,235
ordinary shares of 25 pence each which carry voting rights of one vote per share and admitted to trading
on the main market of the London Stock Exchange and on the JSE with ISIN Number GB00B62G9D36.

DISCLOSURE REQUIREMENTS OF THE CITY CODE ON TAKEOVERS AND MERGERS
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 not later than 3.30 pm (London time) on the 10th business day following the commencement of the
offer period and, if appropriate, by not later than 3.30 pm (London time) on the 10 th 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 per cent. 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must
be made by not later than 3.30 pm (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 of the Code.

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 of the Code).
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.

Date of publication on SENS
9 May 2022


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