Wrap Text
Shaftesbury Capital PLC merger effective
CAPITAL & COUNTIES PROPERTIES PLC
(Soon to be renamed Shaftesbury Capital PLC)
(Incorporated and registered in the United Kingdom
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
SHAFTESBURY CAPITAL PLC MERGER EFFECTIVE
6 March 2023
Ian Hawksworth, Chief Executive, commented:
“Today we are delighted to complete the merger, bringing together two highly complementary
portfolios to create the leading central London mixed-use REIT, Shaftesbury Capital PLC. We
look ahead with confidence, with an experienced and talented team, to deliver long-term
economic and social value for stakeholders and contribute to the success of the West End.”
The new, combined board of Capital & Counties Properties PLC ("Capco") (soon to be
renamed Shaftesbury Capital PLC ("Shaftesbury Capital")) is pleased to announce the
successful completion of the recommended all-share merger between Capco and Shaftesbury
PLC (“Shaftesbury”) to form Shaftesbury Capital (the “Combined Group”) (the “Merger”).
Shaftesbury Capital has an impossible to replicate portfolio located in some of the most iconic
parts of London’s West End primarily focused on Covent Garden including Seven Dials, the
Opera Quarter and Coliseum; Carnaby including Soho; and Chinatown. The portfolio was
independently valued at £4.9 billion as at 31 December 2022, comprising over 2.9 million
square feet of lettable space across 670 predominantly freehold buildings with approximately
2,000 individual units.
This attractive and adaptable mixed-use portfolio benefits from diversified income streams with
approximately 1.7 million square feet of hospitality, leisure and retail space, together with
approximately 0.6 million square feet of office space and over 800 residential apartments.
The portfolio has significant revenue growth potential, to be delivered through incremental
asset management opportunities, dynamic leasing and strategic consumer marketing
strategies, enhanced connectivity of adjacencies, leveraging insights from its improved access
to valuable data and cross-location marketing opportunities.
Shaftesbury Capital provides a rare opportunity in the listed real estate sector to invest in an
exceptional mixed-use portfolio in the heart of central London. It will benefit from an enhanced
profile in the global capital markets, a substantial free float and weighting in relevant
benchmark indices.
The Merger brings together the forensic knowledge of the West End and the asset
management skills of two creative teams, with experienced leadership taking a “best of both”
approach to operations to deliver sustained long-term returns through growth in income, values
and earnings with a progressive dividend.
Key areas of focus include:
- Integration of the talented teams, embracing an inclusive, innovative and
entrepreneurial culture for employees to thrive, providing greater career development
opportunities over time
- Placing customers at the heart of the business, targeting best-in-class service,
providing differentiated destinations, curating an offering of complementary brands
while enhancing the public realm to foster vibrant and thriving places
- Delivering merger benefits to create a stronger operational platform of scale and
efficiency, including £12 million of pre-tax recurring cost synergies on an annual run-
rate basis from the end of the second year post-completion
- Maintaining a strong balance sheet with access to significant liquidity
- Harnessing the skillsets of both companies, to deliver positive environmental and social
outcomes through long-term responsible stewardship, sustainable re-use,
refurbishment and repurposing of heritage and period properties to extend their useful
lives and enhance their energy performance credentials, and engagement with local
stakeholders
Summary of selected pro forma financial metrics:
- Portfolio valuation of £4.9 billion1
- Annualised gross income of £178 million and ERV of £227 million2
- Pro forma NTA of £3.5 billion or 192 pence per share3
- Net debt of £1.5 billion4
- Loan to value ratio of 31 per cent
1. Portfolio valuations as per external valuations undertaken as at 31 December 2022
2. Annualised gross income and ERV as at 31 December 2022 for Capco and 30
September 2022 for Shaftesbury
3. Combined Group EPRA NTA is calculated using the 31 December 2022 Capco EPRA
NTA of £1,552 million plus the 30 September 2022 Shaftesbury EPRA NTA of £2,468
million, less the Shaftesbury revaluation loss for the three month period to 31 December
2022, less the 31 December 2022 valuation of the Shaftesbury shares held by Capco
of £357 million, less estimated remaining transaction costs
4. Combined Group net debt equals last reported balances as at 31 December 2022 less
estimated remaining transaction costs
Listings and total voting rights
Following Admission of the New Capco Shares today, the revised issued share capital of the
Company will consist of 1,953,170,495 ordinary shares of 25 pence each. This includes
128,350,793 ordinary shares held as security by group entities under the terms of the £275
million exchangeable bond and while held by group entities will not vote. Excluding such
shares, the total number of shares currently in issue is 1,824,819,702.
Total issued share capital: 1,953,170,4951
Ordinary shares held as security: 128,350,7932
Ordinary shares (excluding secured 1,824,819,702
shares):
1. The Company holds no ordinary shares in treasury.
2. 128,350,793 ordinary shares held as security under the terms of the £275 million
exchangeable bond with a current exchange price of 214p per share.
The above figure of 1,953,170,495 should be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their interest, or a change
to their interest, in the Company under the FCA's Disclosure Guidance and Transparency
Rules.
Name change
Capco has today applied to change its name to Shaftesbury Capital PLC. Trading in Capco’s
shares under the new name of Shaftesbury Capital PLC will take effect on the London Stock
Exchange at 8.00 a.m. and on the Johannesburg Stock Exchange at 10.00 a.m. (each local
time) on 7 March 2023 under TIDM (ticker symbol) “SHC". The New Capco Shares will trade
under ISIN GB00B62G9D36.
General
Unless otherwise defined, capitalised terms used in this announcement shall have the
meanings given to them in the circular posted to Capco Shareholders on 7 July 2022 in relation
to the Merger (which is available on the Company's website).
Enquiries:
Capco (soon to be renamed Shaftesbury Capital) +44 (0)20 3214 9150
Ian Hawksworth, Chief Executive
Situl Jobanputra, Chief Financial Officer
Chris Ward, Chief Operating Officer
Sarah Corbett, Director of Commercial Finance and Investor
Relations
Rothschild & Co (Lead Financial Advisers and UK Sponsor to +44 (0)20 7280 5000
Capco)
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 +44 (0)20 7029 8000
Capco)
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
Evercore (Joint Lead Financial Adviser to Shaftesbury) +44 (0)20 7653 6000
Ed Banks
Wladimir Wallaert
Blackdown Partners (Joint Lead Financial Adviser to +44 (0)20 3807 8484
Shaftesbury)
Peter Tracey
Tom Fyson
Liberum Capital (Joint Financial Adviser and Corporate Broker +44 (0)20 3100 2000
to
Shaftesbury)
Richard Crawley
Jamie Richards
J.P. Morgan Cazenove (Joint Financial Adviser and Corporate +44 (0)20 7742 4000
Broker
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.
Notes for Editors
About Shaftesbury Capital PLC:
Shaftesbury Capital PLC is the leading central London mixed-use REIT and is a constituent of
the FTSE-250 Index. Our property portfolio, valued at £4.9 billion, extends to 2.9 million square
feet of lettable space across the most vibrant areas of London's West End. With a diverse mix
of restaurants, cafés, bars, shops, residential and offices, our destinations include the high
footfall, thriving neighbourhoods of Covent Garden, Carnaby, Soho, and Chinatown, together
with holdings in Fitzrovia. Our properties are close to the main West End Underground stations
and transport hubs for the Elizabeth Line.
Shaftesbury Capital shares are listed on the London Stock Exchange and the Johannesburg
Stock Exchange. www.shaftesburycapital.com
Our purpose
Our purpose is to invest in and curate vibrant and thriving destinations in London's West End
where people work, live and visit, delivering long-term social and economic value.
Our strategy
Our strategy is to deliver long-term income and value growth from our unique portfolio of
properties through investment, curation and responsible stewardship, benefitting all
stakeholders and contributing to the success of the West End.
Further information
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 the Company 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 the Company 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.
Date: 06-03-2023 10:15:00
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