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Amendment to part 2(a) and inclusion of supplemental form 8 (open positions)
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
AMENDMENT TO PART 2(A) AND INCLUSION OF SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
FORM 8 (OPD)
AMENDMENT TO PART 2(A) AND INCLUSION OF SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
1. KEY INFORMATION
(a) Full name of discloser: Capital & Counties Properties PLC
(b) Owner or controller of interests and short positions disclosed, if Capco Investment London (No.1) Limited
different from 1(a): Capco Investment London (No.2) Limited
The naming of nominee or vehicle companies is insufficient. For a Capco Investment London (No.3) Limited
trust, the trustee(s), settlor and beneficiaries must be named. Capco Investment London (No.4) Limited
Capco Investment London (No.5) Limited
(c) Name of offeror/offeree in relation to whose relevant securities Shaftesbury PLC (OFFEREE)
this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEROR
(e) Date position held: 20/05/2022
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making YES
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A” Capital & Counties Properties PLC
(OFFEROR)
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: Ordinary shares of £0.25 each
Interests Short positions
Name Number % Name Number %
(1) Relevant securities Capco Investment - - -
owned and/or controlled: London (No.1) 19,004,069 4.95%
Limited
Capco Investment
London (No.2) 19,004,069 4.95%
Limited
Capco Investment
London (No.3) 26,607,067 6.93%
Limited
Capco Investment
London (No.4) 26,607,067 6.93%
Limited
Capco Investment
London (No.5) 5,748,731 1.50%
Limited
Total 96,971,003 25.24
(2) Cash-settled derivatives: NIL - - - -
(3) Stock-settled derivatives NIL - Capco 19,004,069 4.95%
(including options) and Investment
agreements to London
purchase/sell: (No.1)
Limited
Capco 19,004,069 4.95%
Investment
London
(No.2)
Limited
38,008,138 9.9%
TOTAL: 96,971,003 25.24% 38,008,138 9.9%
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 which N/A
subscription right exists:
Details, including nature of the rights concerned and N/A
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) Interests held by the Directors of Capital & Counties Properties PLC, their close relatives and related trusts:
Name Number of % (2
ordinary decimal
shares of places)
£0.25
Jonathan Lane, close relatives and related trusts: 4,879 0.00
b) Interests and short positions held by connected advisers of Capital & Counties Properties PLC
Name Number of % (2
ordinary decimal
shares of places)
£0.25
UBS Financial Services Inc. 1 0.00
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:
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) YES
Supplemental Form 8 (SBL) NO
Date of disclosure: 23 May 2022
Contact name: Ruth Pavey, Company Secretary
Telephone number: 020 3214 9170
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.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the “Code”)
1. KEY INFORMATION
Full name of person making disclosure: Capital & Counties Properties PLC
Name of offeror/offeree in relation to whose relevant securities the Shaftesbury PLC (OFFEREE)
disclosure relates:
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of Product Written or Number of Exercise Type Expiry date
relevant description e.g. purchased securities to price per e.g.
security call option which option unit American,
or derivative European etc.
relates
Ordinary Exchangeable Written 38,008,138 n/a n/a 30/03/2026
shares of Bond*
£0.25 each
*38,008,138 ordinary shares of £0.25 in Shaftesbury PLC (the "Shares") constitute the security under Capital & Counties
Properties PLC's £275,000,000 2.00 per cent. Secured Exchangeable Bonds due 2026 ("Exchangeable Bonds"). The Shares
constitute the "Exchange Property" under the terms and conditions of the Exchangeable Bonds. Each holder of Exchangeable
Bonds has the right, in certain specified circumstances, to exchange its Exchangeable Bonds for the relevant amount of Shares
(and/or other property constituting the Exchange Property at that time) (the "Exchange Right"). If a holder of Exchangeable
Bonds exercises its Exchange Right, Capital & Counties Properties PLC may elect to cash settle the exchange option by paying
to the holder of Exchangeable Bonds an amount in cash equal to the value of the Shares (and/or other property constituting the
Exchange Property at that time).
Pursuant to Panel Statement 2022/10, the Panel Executive is treating the Exchangeable Bonds as a contingent stock-settled
short position of Capital & Counties Properties PLC.
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position can be fully understood:
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
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.
23 May 2022
Sponsor
Java Capital
Date: 23-05-2022 09:00:00
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