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Capital & Counties Properties plc (JSE:CCO) News - Recommended merger of Capital & Counties Properties plc and Shaftesbury plc by Scheme of arrangement
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
RECOMMENDED ALL-SHARE MERGER OF CAPITAL & COUNTIES PROPERTIES PLC AND SHAFTESBURY PLC
TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT OF SHAFTESBURY PLC UNDER PART 26
OF THE COMPANIES ACT 2006
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.
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE MERGER AND NEW CAPCO SHARES EXCEPT ON
THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT, THE PROSPECTUS AND THE
CIRCULAR WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
This summary should be read in conjunction with, and is subject to, the full text of this
Announcement, including its Appendices and the definitions set out in Appendix 6.
Summary
- The Boards of Capital & Counties Properties PLC ("Capco") and Shaftesbury PLC
("Shaftesbury") are pleased to announce that they have reached agreement on the terms
of a recommended all-share merger (the "Merger") to form the "Combined Group". It is
intended that the Merger will be implemented by way of a scheme of arrangement of
Shaftesbury under Part 26 of the Companies Act, which, together with the Existing Capco
Shareholding, will result in the Capco Group owning 100% of the issued and to be issued
share capital of Shaftesbury on Completion.
Key terms
- Under the terms of the Merger, the Scheme Shareholders shall be entitled to receive:
3.356 New Capco Shares for each Shaftesbury Share held (the "Exchange Ratio")
- As a result of the Merger, Shaftesbury Shareholders (other than the holders of the Existing
Capco Shareholding) will own 53% of the Combined Group and Capco Shareholders will
own 47% of the Combined Group.
- The Exchange Ratio has been agreed between the Boards of each of Capco and
Shaftesbury taking into account the relative EPRA NTA and market capitalisations of both
companies.
- The Capco Group already holds 96,971,003 Shaftesbury Shares, representing
approximately 25.2% of Shaftesbury's issued share capital, as at close of business on the
Last Practicable Date.
- It is intended that the Combined Group will be called Shaftesbury Capital PLC on Completion.
- The Merger is supported by Norges Bank (the Central Bank of Norway) ("Norges Bank"), a
substantial shareholder of Capco and Shaftesbury, which has irrevocably undertaken to vote
in favour of the Merger, and Madison International Realty Holdings, LLC ("Madison
International Realty"), a shareholder of Capco, which has provided a letter of intent to vote
in favour of the Capco Resolutions.
- When taken together with the irrevocable undertakings provided by Shaftesbury's Directors
and Capco's Directors, this represents total support in aggregate of:
- 35.3% of the total votes which could be cast at the Court Meeting by Scheme
Shareholders who are entitled to vote (based on Shaftesbury's issued share capital
as at close of business on the Last Practicable Date); and
- 19.2% of the total votes which could be cast on the Capco Resolutions (other than
the Related Party Transaction) as at close of business on the Last Practicable Date.
Background to and reasons for the Merger
- The Merger will bring together two respected real estate companies, located in some of the
most iconic parts of London's West End, to create a leading mixed-use central London REIT,
with the Combined Group's portfolio valued at approximately GBP5.0 billion, Annualised Gross
Income of approximately GBP165.5 million and an estimated rental value ("ERV") of
approximately GBP218.0 million as at 31 March 2022.
- The Combined Group's portfolio will comprise approximately 670 predominantly freehold
buildings with approximately 2.9 million square feet of lettable space across approximately
2,000 commercial and residential units (excluding the Longmartin Joint Venture and Lillie
Square Joint Venture). At 31 March 2022, the Combined Group's portfolio comprised:
- retail: 35% (approximately GBP1.7 billion) of the portfolio value;
- hospitality and leisure: 34% (approximately GBP1.7 billion) of the portfolio value; and
- offices and residential: 31% (approximately GBP1.6 billion) of the portfolio value (split
as 14% residential and 17% offices).
- The Combined Group's portfolio is located in a number of vibrant, high-profile and
high-footfall destinations across London's West End, including Covent Garden, Carnaby,
Chinatown and Soho, close to its major cultural and entertainment attractions, employment
locations and transport hubs. Their popularity provides a seven-days-a-week trading
environment and exposure to an extensive and diverse local, domestic and international
customer base which has proven to be resilient throughout economic cycles.
- The Combined Group will provide a rare opportunity in the listed real estate sector to invest
in an exceptional mixed-use portfolio in the heart of central London. The Combined Group
will have a strong balance sheet, improved trading liquidity and an enhanced profile in the
capital markets, providing an opportunity to improve its equity rating over time.
- By combining both companies' strengths, cultures and values as well as their proven
operating and investment models, the Combined Group's management team will take a "best
of both" approach to operations with the aim of delivering long-term economic and social
value for all stakeholders. The Combined Group will place its occupiers and consumers at
the heart of the business, offering best-in-class service and focusing on providing lively,
differentiated experiences for visitors, local workers and residents. The management team
will bring its creative, hands-on, entrepreneurial approach to managing, improving and re-
purposing assets with the intention of generating long-term income and value growth.
- Capco and Shaftesbury are both committed to delivering positive environmental and social
outcomes through long-term responsible stewardship, sustainable use of heritage and period
properties, and engagement with residents and other local stakeholders.
- The Combined Group has a shared commitment to becoming Net Zero Carbon by 2030.
The objective is to become a UK leader in sustainability for heritage and period properties.
Harnessing the skillsets of both teams, the Combined Group will continue to adopt the
existing approach to focus on re-using, improving and re-purposing buildings to extend their
useful lives and enhance their energy performance credentials.
- The Boards of Capco and Shaftesbury, each having taken independent financial advice,
unanimously believe that the Merger is in the best interests of their respective company's
shareholders as a whole.
Financial impact of the Merger
- The Combined Group has an estimated EPRA NTA of approximately GBP3.8 billion and EPRA
NTA per share of approximately 207 pence as at 31 March 2022.
- There is significant revenue growth potential over time for the Combined Group as shown by
the difference between Annualised Gross Income of approximately GBP165.5 million and ERV
of approximately GBP218.0 million as at 31 March 2022.
- The Merger is expected to generate significant benefits over the long term. Following
Completion, incremental asset management opportunities, delivery of a dynamic leasing and
marketing strategy across the Combined Group's portfolio, enhanced connectivity of its
adjacent locations, and synergies are anticipated to create the opportunity for long-term
income, earnings and value growth for shareholders.
- Efficiencies in the Combined Group's operating structure are expected to generate
approximately GBP12 million of pre-tax recurring cost synergies on an annual run-rate basis by
the end of the second full year following Completion.
- For Capco Shareholders, the Merger is expected to be earnings accretive immediately and
modestly EPRA NTA dilutive, taking into account the Exchange Ratio, estimated transaction
costs and the consolidation of the Existing Capco Shareholding into the Combined Group's
EPRA NTA.
- For Shaftesbury Shareholders, the Merger is expected to be immediately EPRA NTA
accretive and modestly earnings dilutive for the first two full years after Completion while the
synergies are being realised. Thereafter, the impact on earnings will depend on a number of
factors including the extent and timing of the realisation of benefits from the Merger and the
future cost of financing.
- The Combined Group will have a strong capital structure with resilience, financial flexibility,
efficient access to capital and significant liquidity, with an estimated loan-to-value ("LTV") of
approximately 29% as at 31 March 2022. The Combined Group is expected to have
approximately GBP500 million of available liquidity immediately following Completion.
- Capco has entered into a GBP576 million loan ("Loan Facility Agreement") to provide funding
certainty in the event that the Shaftesbury Mortgage Bond holders exercise their redemption
right following Completion. Based on current market conditions, any drawdown of the Loan
Facility Agreement, or restructuring or refinancing of the Shaftesbury Mortgage Bonds is
expected to result in increased financing costs for the Combined Group. The Combined
Group would seek to mitigate such increased finance costs by capitalising on the increased
strength of the Combined Group's balance sheet following Completion.
- The Combined Group will retain a tax-efficient REIT structure and as such, will be required
to distribute a minimum of 90% of rental profits, calculated by reference to tax rather than
accounting rules, as a Property Income Distribution ("PID"). Notwithstanding this, the
Combined Group will adopt a progressive dividend policy with the intention to deliver long-
term sustainable total returns to shareholders. Dividend payments will be determined having
regard to, inter alia, growth trends in both underlying and cash earnings, which are expected
to be delivered through income growth and cost discipline. To the extent that dividends
exceed the amount available to distribute as a PID, the balance will be paid as ordinary
dividends.
Governance and Leadership
- The Combined Group will have a strong governance and leadership structure, led by
Jonathan Nicholls as non-executive Chairman and Ian Hawksworth as Chief Executive. Situl
Jobanputra will be the Chief Financial Officer and Chris Ward will be the Chief Operating
Officer.
- The Board of the Combined Group will contain strong non-executive representation from
both companies, with four current Shaftesbury Directors, being Richard Akers (as the Senior
Independent Director), Jennelle Tilling, Ruth Anderson CVO and Helena Coles joining the
Board of the Combined Group and two current Capco Directors, being Charlotte Boyle and
Anthony Steains, remaining in place.
- An Executive Committee, which will be responsible for the day-to-day management and
operation of the Combined Group, will be established comprising six members. The Chief
Executive, Chief Financial Officer and Chief Operating Officer will be joined by Capco's
Michelle McGrath, responsible for the enlarged Covent Garden portfolio including Capco's
Covent Garden assets as well as Shaftesbury's assets in Seven Dials, Opera Quarter and
Coliseum; Shaftesbury's Andrew Price responsible for the Carnaby, Chinatown, Soho and
Fitzrovia portfolios; and Shaftesbury's Samantha Bain-Mollison responsible for the
Combined Group's leasing.
- After 36 years at Shaftesbury, including 11 years as Chief Executive, Brian Bickell will retire
on Completion. Executive directors Simon Quayle and Tom Welton, who have been with
Shaftesbury for 35 and 33 years respectively, will also leave the business on Completion.
- Henry Staunton, Capco's Chairman who has served on the Capco Board for 12 years, will
retire on Completion. Jonathan Lane OBE, Non-executive Director, who has served on the
Capco Board for three years since March 2019 and previously had been Chief Executive
and Chairman of Shaftesbury for 30 years in total from 1986 to 2016, will also retire from
Capco's Board on Completion.
Listing
- Following Completion, the Combined Group will retain Capco's listing on the London Stock
Exchange as well as its secondary listing on the JSE.
Recommendations, irrevocable undertakings and letter of intent
- The Shaftesbury Board, which has been so advised by Evercore and Blackdown as to the
financial terms of the Merger, considers the terms of the Merger to be fair and reasonable.
In providing their financial advice to the Shaftesbury Board, Evercore and Blackdown have
taken into account the commercial assessments of the Shaftesbury Board. Evercore is
providing independent financial advice to the Shaftesbury Board for the purposes of Rule 3
of the Code.
- The Shaftesbury Board believes that the terms of the Merger are in the best interests of
Shaftesbury Shareholders as a whole and intends unanimously to recommend that
Shaftesbury Shareholders vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the Shaftesbury General Meeting which are to be convened to
approve the Merger, as the Shaftesbury Directors have irrevocably undertaken to do in
respect of the 2,519,849 Shaftesbury Shares currently registered or beneficially held in
aggregate by them, as well as any further Shaftesbury Shares which they may become the
registered or beneficial owner of (save for any Shaftesbury Shares which they acquire
pursuant to the exercise of options under the Shaftesbury Sharesave Scheme), representing
in aggregate approximately 0.88% of the total votes which could be cast at the Court Meeting
by Scheme Shareholders who are entitled to vote based on Shaftesbury's issued share
capital as at close of business on the Last Practicable Date.
- The Merger constitutes a reverse takeover by Capco of Shaftesbury for the purposes of the
Code. The Capco Board, which has been so advised by Rothschild & Co, UBS and Jefferies
as to the financial terms of the Merger, considers the terms of the Merger to be fair and
reasonable. In providing each of its financial advice to the Capco Board, each of Rothschild
& Co, UBS and Jefferies has taken into account the commercial assessments of the Capco
Board. Rothschild & Co is providing independent financial advice to the Capco Board for the
purposes of Rule 3 of the Code.
- The Merger constitutes a Class 1 Transaction and a Related Party Transaction for Capco for
the purposes of the Listing Rules and accordingly, Capco will be required to seek the
approval of Capco Shareholders for the Merger at the Capco General Meeting. The Capco
Board believes that the terms of the Merger are in the best interests of Capco Shareholders
as a whole and intends unanimously to recommend that Capco Shareholders vote in favour
of the Capco Resolutions to be proposed at the Capco General Meeting which is to be
convened to approve the Merger, as the Capco Directors have irrevocably undertaken to do
in respect of the 952,777 Capco Shares currently registered or beneficially held in aggregate
by them, as well as any further Capco Shares which they may become the registered or
beneficial owner of, representing in aggregate approximately 0.11% of Capco's issued share
capital as at close of business on the Last Practicable Date.
- Shaftesbury has received an irrevocable undertaking from Norges Bank in respect of
98,925,310 Shaftesbury Shares (as well as any further Shaftesbury Shares which they may
become the registered or beneficial owner of or otherwise interested in), to vote in favour of
the Scheme at the Court Meeting and the resolutions to be proposed at the Shaftesbury
General Meeting. When taken together with the irrevocable undertakings provided by
Shaftesbury's Directors, this represents total support in aggregate of 101,445,159
Shaftesbury Shares, representing in aggregate approximately 35.3% of the total votes which
could be cast at the Court Meeting by Scheme Shareholders who are entitled to vote based
on Shaftesbury's issued share capital as at close of business on the Last Practicable Date.
- Capco has received an irrevocable undertaking from Norges Bank in respect of 127,656,465
Capco Shares (as well as any further Capco Shares which they may become the registered
or beneficial owner of or otherwise interested in), and a letter of intent from Madison
International Realty in respect of 34,783,462 Capco Shares, to vote in favour of the Capco
Resolutions to be proposed at the Capco General Meeting. When taken together with the
irrevocable undertakings provided by Capco's Directors, this represents total support in
aggregate of 163,392,704 Capco Shares, representing in aggregate approximately 19.2%
of Capco's issued share capital as at close of business on the Last Practicable Date entitled
to vote on the Capco Resolutions other than the Related Party Transaction.
Pre-Completion Dividends
- Capco and Shaftesbury have agreed that they will be entitled to pay certain permitted
dividends to their respective shareholders prior to the Effective Date in respect of the period
up to 30 September 2022, without any adjustment to the Exchange Ratio, further details of
which are set out in the full text of this Announcement.
- If Completion occurs after 31 December 2022, Capco and Shaftesbury expect to put in place
additional arrangements to facilitate the ongoing payment of ordinary course dividends to
both sets of shareholders in the period up to Completion.
- Following Completion, the Combined Group will move onto Capco's existing dividend
timetable, with the first dividend expected to be in respect of the period from 1 October 2022
to 31 December 2022.
Information on 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 comprises over 1.0 million square feet of
lettable space, across 380 lettable units, 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 of
this Announcement, Capco owns 25.2% of the existing share capital of Shaftesbury. Capco
is a Real Estate Investment Trust and its shares are listed on the London Stock Exchange
with a secondary listing on the JSE.
- As at 31 March 2022, Capco had approximately GBP1.8 billion of gross property assets, and its
50% share of gross property assets held in the Lillie Square Joint Venture and related assets
were valued at approximately GBP85 million. On an adjusted basis, updating the 31 December
2021 audited net assets for (i) the 31 March 2022 external valuations and (ii) the market
value of the Existing Capco Shareholding in Shaftesbury as at 31 March 2022, Capco's
unaudited net assets were approximately GBP1.8 billion and its unaudited EPRA NTA per
Capco Share was approximately 217 pence. The external valuations by CBRE for properties
owned by the Capco Group and by JLL for properties owned by the Lillie Square Joint
Venture, each as at 31 March 2022, are contained in Appendix 5 to this Announcement.
Capco trading update
- As at 31 March 2022, the external property valuation of Capco's Covent Garden estate was
approximately GBP1.8 billion, representing a like-for-like increase of 2.1% in the first quarter of
the year. The movement was driven by an increase of 1.0% in ERV on a like-for-like basis
to approximately GBP77.1 million as well as a reduction in the equivalent yield of 5 basis points
on a like-for-like basis to 3.83% reflecting positive leasing activity and high occupancy levels
across all uses.
- Up to June 2022, 23 new leases and renewals representing GBP3.6 million of rental income
have completed on average 10% ahead of December 2021 ERV. Annualised Gross Income
at 31 March 2022 was GBP58.3 million.
- On the estate, footfall continues to trend towards pre-pandemic levels and customer sales in
aggregate are ahead of 2019, reflecting the continued recovery of London's West End and
the appeal of Covent Garden.
- 10 new brands have recently opened, further strengthening the occupier line-up. These
include TAG Heuer, Rails and The Chestnut Bakery. Empresa has opened on Henrietta
Street whilst e&e jewellery and Sacred Gold have both opened within the Market Building.
Luxury watch brand Tudor, active wear brand Vuori and luxury perfume house Parfums de
Marly will open in the coming months, alongside Peloton's European Studio and Watchhouse
Coffee adding to the vibrant and rich mix at Covent Garden.
Information on Shaftesbury
- Shaftesbury is a REIT which invests exclusively in the heart of London's West End and is a
constituent of the FTSE-250 Index. Focused on hospitality, retail and leisure, its portfolio is
mainly in Carnaby, Seven Dials and Chinatown, but also includes substantial ownerships in
Opera Quarter and Coliseum, Soho and Fitzrovia.
- Extending to approximately 16.5 acres, following the purchase of a property at 92-104
Berwick Street which completed after 31 March 2022, and comprising approximately 1.9
million square feet of space, across 1,556 units, the portfolio comprises over 600 restaurants,
cafes, pubs and shops (across approximately 1.1 million square feet), approximately 0.4
million square feet of offices and 631 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 approximately 1.9 acres, at the junction of Long Acre
and Upper St Martin's Lane near Seven Dials.
- As at 31 March 2022, Shaftesbury had approximately GBP3.3 billion of gross property assets,
and its 50% share of gross property assets held in the Longmartin Joint Venture was valued
at approximately GBP172.8 million. Shaftesbury's unaudited net assets were approximately
GBP2.6 billion and its unaudited EPRA NTA per Shaftesbury Share was approximately 679
pence. The external valuations by Cushman & Wakefield for properties owned by the
Shaftesbury Group and by Knight Frank for properties owned by the Longmartin Joint
Venture, each as at 31 March 2022, are contained in Appendix 5 to this Announcement.
Timetable and Conditions
- It is intended that the Merger will be implemented by way of a scheme of arrangement of
Shaftesbury under Part 26 of the Companies Act, further details of which are contained in
the full text of this Announcement. Capco reserves the right to implement the Merger by way
of a Takeover Offer, subject to the Panel's consent and the terms of the Co-operation
Agreement.
- As a result of its size, the Merger constitutes a Class 1 Transaction for Capco for the
purposes of the Listing Rules. Accordingly, Capco will be required to seek the approval of
Capco Shareholders for the Merger at the Capco General Meeting.
- The issue of New Capco Shares to Norges Bank as part of the Merger will constitute a
Related Party Transaction between Capco and Norges Bank for the purposes of the Listing
Rules. Accordingly, Capco will also be required to seek the approval of Capco Shareholders
(excluding Norges Bank) at the Capco General Meeting.
- The Merger is subject to the satisfaction or, where applicable, waiver of the Conditions and
certain further terms set out in Appendix 1 to this Announcement and to the full terms and
conditions which will be set out in the Scheme Document. These Conditions include,
amongst others:
- the approval of the Scheme by the Scheme Shareholders (or the relevant class or
classes thereof, if applicable, unless all members of any such class have consented
to be bound by the Scheme) present and voting, either in person or by proxy, at the
Court Meeting (or at any separate class meeting which may be required by the
Court) and the approval of the requisite majority of Shaftesbury Shareholders at the
Shaftesbury General Meeting;
- the approval of the Capco Resolutions at the Capco General Meeting;
- the CMA issuing a decision that it is not the CMA's intention to make a Phase 2 CMA
Reference, with such a decision being issued on an unconditional basis or else
conditional on the CMA's acceptance of undertakings which are reasonably
satisfactory to Capco and Shaftesbury (or the applicable time period having expired
without a Phase 2 CMA Reference) (the "CMA Condition");
- the sanction of the Scheme by the Court; and
- Admission.
- The Scheme Document will contain full details of the Merger and the Scheme, together with
notices of the Court Meeting and Shaftesbury General Meeting and will specify the action to
be taken by Scheme Shareholders. It is expected that the Scheme Document will be
dispatched to Shaftesbury Shareholders (together with the forms of proxy) within 28 days of
this Announcement (unless otherwise agreed by the Panel, Capco and Shaftesbury).
- Capco will prepare and send to Capco Shareholders the Circular summarising the
background to and reasons for the Merger which will include a notice convening the Capco
General Meeting. It is expected that the Circular will be posted to Capco Shareholders
(together with the form of proxy) at the same time as the Scheme Document, with the Capco
General Meeting being held at or around the same time as the Shaftesbury General Meeting
and the Court Meeting.
- Capco will also be required to produce a Prospectus in connection with Admission. It is
expected that the Prospectus, containing information about the New Capco Shares, will be
published at or around the same time as the Circular is posted to Capco Shareholders and
the Scheme Document is posted to Shaftesbury Shareholders.
- The Scheme is expected to become effective by the end of 2022, subject to the satisfaction
or, where applicable, waiver of the Conditions and certain further terms set out in Appendix 1
to this Announcement and to the full terms and conditions to be set out in the Scheme Document.
- An expected timetable of the key events of the Merger will be set out in the Scheme
Document.
Commenting on the Merger, Henry Staunton, Chairman of Capco, said:
"As the retiring Chairman of Capco, I am delighted by the prospects offered by the proposed merger
with Shaftesbury to shareholders as London's West End continues its recovery. I have every
confidence in the ability of the combined management and Board of Shaftesbury Capital to deliver
sustainable value growth for shareholders and benefits for broader stakeholders from its unique
portfolio of properties."
Commenting on the Merger, Jonathan Nicholls, Chairman of Shaftesbury, said:
"The merger of Shaftesbury and Capco unites two complementary and adjacent real estate portfolios
under single ownership. Shaftesbury Capital will own a first-class portfolio in some of the most iconic
destinations across London's vibrant West End. The experienced leadership team, with their
impressive track record of innovation and curation, should ensure a sustainable and prosperous
future for our destinations, the communities they serve and our wider stakeholders. With cost and
operational synergies, a strong corporate governance framework, increased scale and greater equity
market liquidity, the combination also provides a firm foundation for future value creation for our
shareholders.
On behalf of the Shaftesbury Board, I would like to thank Brian Bickell, Simon Quayle and Tom
Welton for their truly extraordinary commitment to Shaftesbury over many decades. Their
contribution to its success has been beyond measure and they will be leaving the business in a
strong position for their successors."
Commenting on the Merger, Ian Hawksworth, Chief Executive of Capco, said:
"The proposed merger is an exciting opportunity to bring together two exceptional property portfolios
in London's vibrant and thriving West End. By combining the creativity and knowledge of our talented
and experienced management teams to deliver sustained income and value growth Shaftesbury
Capital aims to become a leading central London mixed-use REIT.
I am very much looking forward to working with my new and existing colleagues as we continue to
curate wonderful places and experiences for our occupiers, visitors, local workers and residents in
the heart of one of the world's greatest cities."
Commenting on the Merger, Brian Bickell, Chief Executive of Shaftesbury, said:
"Over the last 36 years, Shaftesbury has built a portfolio of the highest quality and it has been an
honour to lead the company as Chief Executive for the last 11 years. As we emerge from the
disruption of the pandemic, we are seeing increased confidence and growth once again,
demonstrating the resilience of the West End and our locations. The merged business will have an
exceptional portfolio, located in popular and busy parts of London's vibrant West End, and an
experienced and innovative team drawn from both businesses. I am confident that Shaftesbury
Capital will continue to be a major contributor to the success of London's West End as well as an
attractive proposition for investors."
This summary should be read in conjunction with, and is subject to, the full text of this
Announcement, including its Appendices.
The Merger is subject to the satisfaction or, where applicable, waiver of the Conditions and
certain further terms of the Merger set out in Appendix 1 to this Announcement and to the full
terms and conditions to be set out in the Scheme Document. Appendix 2 to this
Announcement contains the sources and bases of certain information contained in this
summary and this Announcement. Appendix 3 to this Announcement contains details of the
irrevocable undertakings and letter of intent received by Capco and by Shaftesbury.
Appendix 4 to this Announcement contains the Quantified Financial Benefits Statement,
together with the reports from KPMG, as reporting accountants to Capco and the Proposed
Directors for the purposes of the Quantified Financial Benefits Statement, and Rothschild &
Co, as financial adviser to Capco and the Proposed Directors for the purposes of the
Quantified Financial Benefits Statement, as required under Rule 28.1(a) of the Code. Each of
KPMG and Rothschild & Co has given and not withdrawn its consent to the publication of its
report in this Announcement in the form and context in which it is included.
For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement
contained in Appendix 4 to this Announcement is the responsibility of Capco, the Capco
Directors and the Proposed Directors, and not of the Shaftesbury Directors.
Any statement of intention, belief or expectation for the Combined Group following the
Effective Date is an intention, belief or expectation of the Capco Directors and the Proposed Directors.
Appendix 5 to this Announcement contains property valuations supported by valuation
reports for each of Capco and Shaftesbury as at 31 March 2022 pursuant to the requirements
of Rule 29 of the Code. These property valuation reports will, subject to the requirements of
the Code, be reproduced in the Scheme Document and the Prospectus. Each of CBRE, JLL,
Cushman & Wakefield and Knight Frank has given and not withdrawn its consent to the
publication of its valuation report in this Announcement in the form and context in which it is included.
Appendix 6 to this Announcement contains the definitions of certain terms used in this
summary and Announcement.
Analyst and investor presentation
Capco and Shaftesbury will host an in-person briefing, live conference call and webcast for investors
and analysts at 8:30am (UK time) today (16th June 2022) to discuss the Merger.
In-person briefing
To register to attend the in-person briefing, which will take place at 8:30am at the offices of UBS,
5 Broadgate, London, EC2M 2QS, please contact Hudson Sandler/RMS Partners/MHP
Communications at Rachel.farrington@mhpc.com or by telephone on 07801 894577.
Conference call dial in details
If you are unable to attend the briefing in person, please use the following details to participate in the
conference call:
Audience Conference call:
United Kingdom 0800 640 6441
United Kingdom (Local) 020 3936 2999
All other locations +44 20 3936 2999
Access code: 156693
Webcast details
To watch via webcast, please register and log in at the following:
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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 Adviser 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 4000
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, will contain the full terms and
conditions of the Scheme, including details of how to vote in respect of the Merger. Any decision in
respect of, or other response to, the Merger by Shaftesbury Shareholders (including any vote in
respect of the Shaftesbury Resolutions to approve the Merger, the Scheme or related matters) 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 has been prepared for the purpose of complying with English law and the Code
and the information disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of jurisdictions
outside the United Kingdom.
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 each 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.
Shaftesbury will prepare the Scheme Document to be distributed to the Shaftesbury Shareholders.
Capco will prepare the Circular to be distributed to Capco Shareholders and will also publish the
Prospectus containing information about the New Capco Shares and the Combined Group. Capco
and Shaftesbury urge Shaftesbury Shareholders to read the Scheme Document and the Prospectus
carefully when they become available because they will contain important information in relation to
the Merger, the New Capco Shares and the Combined Group. Capco urges Capco Shareholders to
read the Circular and the Prospectus carefully when they become available because they will contain
important information in relation to the Merger and the New Capco Shares.
Any vote in respect of the resolutions to be proposed at the Court Meeting, the Shaftesbury General
Meeting or the Capco General Meeting to approve the Merger, the Scheme or related matters, should
be made only on the basis of the information contained in the Scheme Document in the case of
Shaftesbury Shareholders, and, in the case of Capco Shareholders, the Circular.
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.
Important Notices Relating to the Financial Advisers and Corporate Brokers
Rothschild & Co, 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 Merger and will not be responsible to
any other person for providing the protections afforded to its clients or for providing advice in
connection with Merger, the contents of this Announcement or any other matter referred to herein.
Neither Rothschild & Co 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 Rothschild
& Co in connection with this Announcement, any statement contained herein, the Merger or
otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the
contents 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 (the "PRA") and subject to regulation by the FCA and limited regulation by the PRA in the
United Kingdom. UBS is acting as financial adviser and corporate broker to Capco and no one else
in connection with the Merger. 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 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 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 Merger or otherwise.
Peel Hunt LLP ("Peel Hunt"), 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 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.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA") and the PRA, is acting exclusively for Capco and no one else in connection
with the Merger and will not be responsible to anyone other than Capco for providing the protections
afforded to clients of Barclays nor for providing advice in relation to the Merger or any other matter
referred to in this announcement.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US
Securities Exchange Act of 1934, Barclays and its affiliates will continue to act as exempt principal
trader in Shaftesbury and Capco securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be made public in the United Kingdom
pursuant to the Code will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website at www.londonstockexchange.com. This information will also
be publicly disclosed in the United States to the extent that such information is made public in the
United Kingdom.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation Authority and regulated
in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority,
is acting as financial adviser to Capco and no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than Capco for providing the
protections afforded to clients of HSBC, or for providing advice in connection with the matters referred
to herein. Neither HSBC nor any of its group undertakings or affiliates 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 HSBC in connection with this announcement
or any matter referred to herein.
BNP Paribas SA is authorised and regulated by the European Central Bank and the Autorite de
Controle Prudentiel et de Resolution. In the UK, BNP Paribas London Branch ("BNP Paribas" or
"BNP Paribas London Branch") is deemed authorised by the PRA with deemed variation of
permission, and is subject to regulation by the FCA and limited regulation by the PRA. Details of the
Temporary Permissions Regime, which allows EEA based firms to operate in the UK for a limited
period while seeking full authorisation, are available on the FCA's website. BNP Paribas London
Branch is registered in the UK under number FC13447 and UK establishment number BR000170,
and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. BNP Paribas
is acting as financial adviser exclusively for Capco and no one else in connection with the matters
described in this Announcement and will not be responsible to anyone other than Capco for providing
the protections afforded to clients of BNP Paribas or for providing advice in relation to the matters
described in this Announcement or any transaction or arrangement referred to herein.
Java Capital Trustees and Sponsors Proprietary Limited ("Java Capital"), which is regulated by the
JSE, which is licensed as a securities exchange and is regulated by the Financial Sector Conduct
Authority and the Prudential Authority of South Africa, is acting as JSE sponsor exclusively for Capco
and no one else in connection with the Merger and will not be responsible to anyone other than
Capco for providing the protections afforded to the clients of Java Capital, nor for providing advice in
relation to the Merger from a JSE perspective or any other matter or arrangement referred to in 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. Neither Evercore nor any of its subsidiaries,
branches or affiliates 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 Evercore in connection with this Announcement, any statement contained herein, any offer or
otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore
by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or
unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability
whatsoever for the contents of this Announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to the contents of this Announcement,
including its accuracy, completeness or verification of any other statement made or purported to be
made by it, or on its behalf, in connection with Shaftesbury or the matters described in this document.
To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all
and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise have in respect of this Announcement or any statement contained 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. Neither Blackdown nor any of its
subsidiaries, branches or affiliates 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 Blackdown in connection with this Announcement, any statement contained herein,
any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on
Blackdown by FSMA, or the regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be
illegal, void or unenforceable, neither Blackdown nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this Announcement, and no representation, express or implied,
is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement,
including its accuracy, completeness or verification of any other statement made or purported to be
made by it, or on its behalf, in connection with Shaftesbury or the matters described in this document.
To the fullest extent permitted by applicable law, Blackdown and its affiliates accordingly disclaim all
and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise have in respect of this Announcement or any statement contained 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.
J.P. Morgan Securities PLC, which conducts its UK investment banking business as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove"), 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. J.P. Morgan Cazenove 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. J.P. Morgan Cazenove has given and has not withdrawn its consent to the
publication of this Announcement with the inclusion herein of the references to its names in the form
and context in which it appears.
Overseas jurisdictions
The availability of the New Capco Shares in, and the release, publication or distribution of this
Announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and
therefore persons into whose possession this Announcement comes who are subject to the laws of
any jurisdiction other than the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements or restrictions. In particular, the ability of persons who are
not resident in the United Kingdom to vote their Shaftesbury Shares with respect to the Scheme at
the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court
Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are
located. Any failure to comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by applicable law the
companies and persons involved in the Merger disclaim any responsibility or liability for the violation
of such restrictions by any person. Shaftesbury Shareholders who are in any doubt regarding such
matters should consult an appropriate independent adviser in the relevant jurisdiction without delay.
This Announcement has been prepared for the purposes of complying with English law, the Code,
the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the
information disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Unless otherwise determined by Capco or required by the Code, and permitted by applicable law
and regulation, the New Capco Shares to be issued pursuant to the Merger to Shaftesbury
Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may vote in favour of the
Merger by any such use, means, instrumentality or form (including, without limitation, facsimile, email
or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of, any Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and any formal documentation relating to the Merger are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws
of that jurisdiction, and persons receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send such documents in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the
Merger. If the Merger is implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted Jurisdiction and the Merger will not
be capable of acceptance by any such use, means, instrumentality or facilities or from within any
Restricted Jurisdiction.
The availability of New Capco Shares pursuant to the Merger to Shaftesbury Shareholders who are
not resident in the United Kingdom or the ability of those persons to hold such shares may be affected
by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves of, and observe, any applicable
legal or regulatory requirements. Shaftesbury Shareholders who are in doubt about such matters
should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
Further details in relation to Shaftesbury Shareholders in overseas jurisdictions will be contained in
the Scheme Document.
Additional Information for US Investors
Shareholders in the United States should note that the Merger relates to the shares of an English
company and is proposed to be made by means of a scheme of arrangement provided for under,
and governed by, the law of England and Wales. Neither the proxy solicitation nor the tender offer
rules under the US Securities Exchange Act of 1934, as amended, (the "US Exchange Act") will
apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer rules. However, if Capco were to
elect to implement the Merger by means of a Takeover Offer, such Takeover Offer would be made
in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange
Act and Regulation 14E thereunder. Any such Takeover Offer would be made in the United States
by Capco and no one else. In addition to any such Takeover Offer, Capco, certain affiliated
companies and the nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Shaftesbury outside any such Takeover Offer during the period
in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements
to purchase were to be made they would be made outside the United States and would comply with
applicable law, including the US Exchange Act. Any information about any such purchases would be
disclosed as required in the UK and, if relevant, would be reported to a Regulatory Information
Service and would be available on the London Stock Exchange website at
https://www.londonstockexchange.com/.
Financial information included in this Announcement, the Scheme Document, the Prospectus and
the Circular has been or will be prepared in accordance with accounting standards under UK-adopted
international accounting standards and in accordance with International Financial Reporting
Standards ("IFRS") and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States. If Capco were to implement the Merger by way of a
Takeover Offer in accordance with the terms of the Co-operation Agreement or otherwise in a manner
that is not exempt from the registration requirements of the US Securities Act (as defined below) and
were to extend the offer into the United States, then any such offer would be made in compliance
with applicable United States securities laws and regulations.
Capco and Shaftesbury are each organised under the laws of England and Wales. All of the officers
and directors of Capco and Shaftesbury are residents of countries other than the United States. It
may therefore be difficult for US investors to enforce their rights and any claim arising out of US
securities law. It may not be possible to sue Capco and Shaftesbury (or their officers and directors)
in a non-US court for violations of US securities laws. It may be difficult to compel Capco, Shaftesbury
and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
The receipt of New Capco Shares by a US holder of Shaftesbury Shares as consideration for the
transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for United States
federal income tax purposes and under applicable United States state and local income, franchise
or transfer, as well as foreign and other, tax laws. Each Shaftesbury Shareholder (including US
holders) is urged to consult its independent professional adviser immediately regarding the tax
consequences of the Merger applicable to them.
This Announcement does not constitute or form a part of any offer to sell or issue, or any solicitation
of any offer to purchase, subscribe for or otherwise acquire, any securities in the United States.
Neither the US Securities and Exchange Commission nor any securities commission of any state or
other jurisdiction of the United States has approved the Merger, passed upon the fairness of the
Merger, or passed upon the adequacy or accuracy of this document. Any representation to the
contrary is a criminal offence in the United States.
Notes regarding New Capco Shares
The New Capco Shares to be issued pursuant to the Scheme have not been and will not be registered
under the US Securities Act of 1933 (as amended) (the "US Securities Act") or under the relevant
securities laws of any state or other jurisdiction of the United States or the relevant securities laws of
Japan and the relevant clearances have not been, and will not be, obtained from the securities
commission of any province of Canada. No prospectus in relation to the New Capco Shares has
been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission.
Accordingly, the New Capco Shares are not being, and may not b ...
