Capital & Counties Properties plc (JSE:CCO) News - Notice to Bondholders, the Trustee and the Principal Paying, Transfer and Exchange Agent

CAPITAL & COUNTIES PROPERTIES PLC
(Incorporated and registered in the United Kingdom
and Wales 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
("the Company")


NOTICE TO BONDHOLDERS, THE TRUSTEE AND THE PRINCIPAL PAYING, TRANSFER AND EXCHANGE AGENT


The following notice was provided to Bondholders, the Trustee and the Principal Paying, Transfer and Exchange
Agent in conjunction with the Bonds (as defined below) on 12 July 2022.

GBP 275,000,000 2.00 per cent. Secured Exchangeable Bonds due 2026 exchangeable into ordinary shares of 
Shaftesbury PLC (ISIN: XS2262952679) (the "Bonds")


Notice to Bondholders, the Trustee and the Principal Paying, Transfer and Exchange Agent


Capital & Counties Properties PLC (the "Issuer") notes the recent declaration by Shaftesbury PLC of an interim dividend
of GBP 0.048 per Shaftesbury Share (a "Cash Dividend"), which was paid to holders of Shaftesbury Shares on 1 July 2022.

On 27 May 2022, the Issuer duly notified Bondholders that payment of such Cash Dividend would result in the
occurrence of a Cash Dividend Shortfall in accordance with the definition thereof in the terms and conditions of the
Bonds (the "Conditions"), given the Cash Dividend in respect of a Unit of Equity Shares amounts to GBP 663.41472
and is therefore below the Reference Amount of GBP 695.265 in respect of the Relevant Period.

Consequently, and in accordance with the notice to Bondholders dated 27 May 2022 and Condition 8(c), the Issuer
hereby notifies Bondholders, the Trustee and the Principal Paying, Transfer and Exchange Agent of the following
changes to the Exchange Property pursuant to Condition 8(b)(iv)(A)(bb), effective 12 July 2022:

    -   16,765.0976 Shaftesbury Shares have ceased to form part of the Exchange Property, and the Exchange
        Property therefore comprises 37,991,372.3585 Shaftesbury Shares; and

    -   the Exchange Property per Bond to which the holder of GBP 100,000 principal amount of Bonds would be
        entitled upon exercise of the Exchange Right in respect of such Bond is 13,815.0444 Shaftesbury Shares
        (equivalent to an implied exchange price of approximately GBP 7.2385 per Shaftesbury Share).


Furthermore, 16,765 Shaftesbury Shares will be, and the total amount of the Cash Dividend received of GBP
1,824,390.624 has already been, released from the Security pursuant to Conditions 2(d)(iv) and 2(d)(v), respectively.

Capitalised terms not otherwise defined in this notice shall have the meanings given to them in the Conditions. Certain
figures are rounded to 4 decimal places solely for the purposes of this notice.

Date of Notice: 12 July 2022

Enquiries:

Capital & Counties Properties PLC
Situl Jobanputra – Chief Financial Officer
Graham Keer – Group Treasurer
Ruth Pavey – Company Secretary

Telephone: +44 20 3214 9150

13 July 2022


Sponsor
Java Capital

Date: 13-07-2022 04:00:00
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