Wrap Text
Possible Demerger and Board update
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
CAPITAL & COUNTIES PROPERTIES PLC (the “Company”)
LEI: 549300TTXXZ1SHUI0D54
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
CAPITAL & COUNTIES PROPERTIES PLC
Possible demerger and Board update
The Board of Capital & Counties Properties PLC (“Capco”) announces it is considering a demerger,
which would result in two separately-listed businesses based around its prime central London estates,
each with its own distinct investment prospects:
- Covent Garden, the world-class destination in the heart of central London, independently
valued at over £2.5 billion at 31 December 2017, to be launched as an independent, prime
central London retail-focused REIT, led by Ian Hawksworth
- a London development company centred around the Earls Court masterplan, which represents
one of the most important large scale strategic opportunity areas in central London, led by Gary
Yardley. Capco’s share of property interests at Earls Court was independently valued at £759
million at 31 December 2017 (adjusted for the sale of The Empress State Building).
The Board regularly reviews the structure of the business to ensure it is maximising long-term value
creation for shareholders. The Board has taken into account the changing income profile and scale of
the Covent Garden business together with the completion of the final phase of demolition at Earls Court,
and believes that separation of the two estates into independent businesses would now generate a
number of benefits, including:
- Enhancing the strategic flexibility of the two businesses going forward; and
- The opportunity for investors to continue to participate in both businesses, which have distinct
risk and reward profiles and capital requirements, enabling each business to attract the most
appropriate shareholder base to support its own strategic development.
It is currently expected that a demerger, if pursued, would be formalised by the end of this year.
Further announcements will be made in due course as appropriate.
Ian Hawksworth, Chief Executive of Capco, commented, "Capco has achieved significant growth since
listing, driving value creation from its two prime central London estates, both of which have positive
long-term growth prospects. Underpinned by a strong balance sheet, Capco is well-positioned to
support the current capital requirements of both of its prime assets. Against this backdrop, the Board
believes the time is right to consider the structure of the business in order to realise the potential of
these unique assets and enhance shareholder value.”
Board update
As a consequence of the Board’s decision to consider a demerger, Ian Durant has informed the Board
that, whilst he is fully supportive of the Board’s decision to consider a demerger, in light of his eight-
year tenure as Chairman and external commitments, he believes it would be appropriate to put in place
his successor to lead the Board through this process. Ian has therefore notified the Board of his intention
to resign as Chairman.
In line with industry best practice and as part of Capco’s normal succession planning, the Nomination
Committee has periodically assessed potential candidates, both internal and external, who might
succeed Ian Durant. Accordingly, the Board has decided to appoint Henry Staunton, the current Senior
Independent Director, as Chairman with effect from 5 June 2018 and the Board looks forward to Henry
chairing the Company through the possible demerger process, working closely with the management
team.
Henry, who joined the Board of Capco in 2010, is currently Chairman of the Audit Committee and Senior
Independent Director. He has extensive financial and commercial experience being a former Finance
Director of Granada and ITV, and is currently Chairman of WH Smith PLC and Phoenix Group Holdings
Limited, from which he is expected to retire in August 2018.
As a result of Henry’s appointment, Gerry Murphy will become Chairman of the Audit Committee and
Senior Independent Director, and Charlotte Boyle will become Chair of the Remuneration Committee
and a member of the Audit Committee. Henry will chair the Nomination Committee.
Ian Durant commented, “After eight years as Chairman, I leave the company in a strong position, with
two of the best central London estates, a strong balance sheet and an experienced and professional
management team. I believe now is the right time for the Board to consider the separation of our two
high quality businesses, and consider it appropriate that this initiative is chaired by someone able to
commit time to its preparation and continue with part of the business after implementation. Henry, who
has considerable Board experience and a deep knowledge of Capco is the natural successor to lead
Capco through its next stage of growth. I am grateful for the support and hard work of my colleagues
during my time as Chairman.”
Henry Staunton commented, “On behalf of the Board I would like to thank Ian for his stewardship over
the past eight years. Capco has benefitted from his judgement and experience and he leaves the
Company in a strong position. I am delighted to be appointed as Chairman and look forward to working
with the Board and the management team on the next phase of our growth.”
Enquiries
Capital & Counties Properties PLC:
Ian Hawksworth Chief Executive +44 (0)20 3214 9188
Situl Jobanputra Chief Financial Officer +44 (0)20 3214 9183
Sarah Corbett Head of Investor Relations +44 (0)20 3214 9165
Media enquiries:
UK: Tulchan Susanna Voyle +44 (0)20 7353 4200
SA: Instinctif Frederic Cornet +27 (0)11 447 3030
Person responsible
The person responsible for arranging the release of this announcement is Ruth Pavey, Company
Secretary
Notes to Editors
About Capital & Counties Properties PLC (Capco):
Capital & Counties Properties PLC is one of the largest investment and development property
companies that specialises in central London real estate and is a constituent of the FTSE-250 Index.
Capco's landmark London estates at Covent Garden and Earls Court were valued at £3.3 billion as at
31 December 2017, adjusted for the sale of The Empress State Building. The company is listed on the
London Stock Exchange and the Johannesburg Stock Exchange.
www.capitalandcounties.com
Notes:
Henry Staunton was appointed to the Board of Capco in 2010. A Chartered Accountant, he has
extensive financial and commercial experience. He is Chairman of WH Smith PLC and Phoenix Group
Holdings Limited, from which he is expected to retire on 31 August 2018. Henry was previously Finance
Director of Granada and ITV, Chairman of Ashtead Group and Vice Chairman of Legal & General.
Forward looking statements:
This press release includes statements that are forward-looking in nature. Forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of Capital & Counties Properties PLC to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking statements.
Any information contained in this press release on the price at which shares or other securities in Capital
& Counties Properties PLC have been bought or sold in the past, or on the yield on such shares or
other securities, should not be relied upon as a guide to future performance.
JSE Sponsor:
Merrill Lynch South Africa (Pty) Limited
Date: 24/05/2018 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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