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Public Opening Position Disclosure by a Party to an Offer – Amendment – Change to Section 3C
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)
ISIN: GB00B62G9D36
JSE code: CCO
CAPITAL & COUNTIES PROPERTIES PLC (the “Company”)
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
AMENDMENT – CHANGE TO SECTION 3C
1. KEY INFORMATION
(a) Full name of discloser: Capital & Counties Properties PLC
(“Capco”)
(b) Owner or controller of interests and short N/a
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s), settlor and
beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose Capco
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 31 October 2019
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the N/A
discloser making disclosures in respect of any
other party to the offer?
If it is a cash offer or possible cash offer, state
“N/A”
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each
additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree
to which the disclosure relates
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned Nil - Nil -
and/or controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives Nil - Nil -
(including options) and
agreements to purchase/sell:
2
Nil - Nil -
TOTAL:
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements
to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements
should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to None
which subscription right exists:
Details, including nature of the rights N/A
concerned and relevant percentages:
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE
OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors’
and other employee options) of any person acting in concert with the party to the
offer making the disclosure:
(a) Ordinary shares in Capco held by Capco directors
Name Number of ordinary shares Percentage of issued
in Capco ordinary share capital in
Capco (per cent.)(1)
Henry Staunton 250,000 0.029%
Ian Hawksworth(2) 823,797 0.097%
Situl Jobanputra 50,000 0.006%
Charlotte Boyle 10,052 0.001%
Jonathan Lane 40,950 0.005%
Gerry Murphy 50,000 0.006%
Anthony Steains Nil -
Andrew Strang Nil -
(1)
Rounded to 3 decimal places.
(2)
Includes 3,193 shares which are held by a family member of Ian Hawksworth whose holdings are not disclosable
under the DTRs.
(b) Options and awards held by Capco directors in its ordinary shares
Name Award Shares Grant date Exercise Vesting date Expiry date
type in price subject to
respect performance
of which conditions
options (where
or applicable)
awards
granted
Ian Annual 667,553 08/05/2017 - 08/03/2020 07/03/2027
Hawksworth 2017
PSP
award
Annual 789,483 12/03/2018 - 12/03/2021 11/03/2028
2018
3
PSP
award
Annual 897,584 29/03/2019 - 29/03/2022 28/03/2029
2019
PSP
award
Deferred 94,557 01/04/2015 - 01/04/2015 31/03/2025
2014
bonus
Deferred 121,116 11/03/2016 - 11/03/2019 10/03/2026
2015
bonus
Deferred 29,528 08/05/2017 - 08/03/2020 07/03/2027
2016
bonus
Deferred 102,153 12/03/2018 - 12/03/2021 11/03/2028
2017
bonus
Deferred 44,722 29/03/2019 - 29/03/2022 28/03/2029
2018
bonus
Situl Annual 364,630 08/05/2017 - 08/03/2020 07/03/2027
Jobanputra 2017
PSP
award
Annual 486,111 12/03/2018 - 12/03/2021 11/03/2028
2018
PSP
award
Annual 571,848 29/03/2019 - 29/03/2022 28/03/2029
2019
PSP
award
Deferred 58,289 12/03/2018 - 12/03/2021 11/03/2028
2017
bonus
Deferred 28,986 29/03/2019 - 29/03/2022 28/03/2029
2018
bonus
(c) Interests and short positions of Capco’ advisers in ordinary shares in Capco
None
Details of any open stock-settled derivative positions (including traded options), or agreements
to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements
should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding,
formal or informal, relating to relevant securities which may be an inducement to
deal or refrain from dealing entered into by the party to the offer making the
disclosure or any person acting in concert with it:
4
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state “none”
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer making the disclosure, or any person acting in concert
with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to
which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 4 November 2019
Contact name: Ruth Pavey
Company Secretary
Telephone number: +44 (0)20 3214 9155
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s
disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
4 November 2019
JSE Sponsor:
Merrill Lynch South Africa (Pty) Limited
Date: 04/11/2019 05:00:00
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