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CAPITAL & COUNTIES PROPERTIES PLC - Possible all-share merger of Shaftesbury PLC and Capital & Counties PLC - Extension to PUSU deadline

Release Date: 30/05/2022 08:15
Code(s): CCO     PDF:  
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Possible all-share merger of Shaftesbury PLC and Capital & Counties PLC - Extension to PUSU deadline

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



POSSIBLE ALL-SHARE MERGER OF SHAFTESBURY PLC AND CAPITAL & COUNTIES PLC - EXTENSION TO PUSU DEADLINE


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE 
ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION IN RELATION TO SHAFTESBURY PLC AND CAPITAL & COUNTIES PROPERTIES PLC

FOR IMMEDIATE RELEASE

On 7 May 2022, the Boards of Shaftesbury PLC ("Shaftesbury") (LSE: SHB) and Capital & Counties Properties PLC
(“Capco”) (LSE: CAPC) confirmed that they are in advanced discussions regarding a possible all-share merger of the
two companies (the “Possible Merger”). In accordance with Rule 2.6(a) of the Code, Capco was required, by not later
than 5.00 p.m. on 4 June 2022 (the "PUSU Deadline"), to either announce a firm intention to make an offer for the
Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

These discussions are continuing to progress and today, the Board of Shaftesbury confirms that, in accordance with
Rule 2.6(c) of the Code, Shaftesbury has requested, and the Takeover Panel has consented to, an extension to the date
by which Capco is required either to announce a firm intention to make an offer for Shaftesbury in accordance with
Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies.

Such announcement must now be made by Capco not later than 5.00pm on 17 June 2022. This deadline can be
extended by the Board of Shaftesbury with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the
Code.

There can be no certainty that any offer will be made. A further announcement will be made in due course.

This statement is being made by Shaftesbury with the prior approval of Capco.

Enquiries:

Media and Press Enquiries

 RMS Partners (PR Adviser to Shaftesbury)                                         +44 (0) 7958 754 273
 Simon Courtenay


 MHP Communications (PR Adviser to Shaftesbury)                                   +44 (0) 20 3128 8622
 Oliver Hughes
 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

ABOUT Shaftesbury

Shaftesbury is a Real Estate Investment Trust which invests exclusively in the heart of London’s West End and is a
constituent of the FTSE-250 Index. Focused on food, beverage, retail and leisure, its portfolio is clustered mainly in
iconic retail and restaurant locations in Carnaby, Seven Dials and Chinatown, but also includes substantial ownerships
in East and West Covent Garden, Soho and Fitzrovia.

Extending to 16 acres and representing over 1.9 million square feet of space, the portfolio comprises over 600
restaurants, cafés, pubs and shops (over 1.1 million square feet), 0.4 million square feet of offices and 630 apartments.
All of Shaftesbury’s properties are close to the main West End Underground stations, and within ten minutes’ walk
of the two West End transport hubs for the Elizabeth Line, at Tottenham Court Road and Bond Street.

In addition, Shaftesbury has a 50% interest in the Longmartin joint venture, which has a long leasehold interest,
extending to 1.9 acres, in St Martin's Courtyard in Covent Garden. www.shaftesbury.co.uk.

ABOUT Capco

Capco is one of the largest listed property investment companies in central London and is a constituent of the FTSE-
250 Index.

Capco’s landmark Covent Garden estate, which represents over 1.1 million square feet of space, is a leading retail
and dining destination in the heart of central London. The area is home to a wide variety of British, global and
independent brands including Apple, Chanel, Tom Ford, Strathberry, Ave Mario, Balthazar and SUSHISAMBA, with
upcoming openings from Peloton and Reformation. As at the date hereof, Capco owns 25.2% of the existing share
capital of Shaftesbury PLC. Capco is a Real Estate Investment Trust and its shares are listed on the London Stock
Exchange and the Johannesburg Stock Exchange. www.capitalandcounties.com.

Capco intends to retain its secondary listing on the Johannesburg Stock Exchange ("JSE") following the Possible
Merger.

IMPORTANT NOTICES

This announcement is not intended to, and does not constitute or form part of, any offer, invitation or the solicitation
of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant
to this announcement or otherwise.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.shaftesbury.co.uk
and www.capitalandcounties.com by no later than 12 noon (London time) on the business day following the date of
this announcement. For the avoidance of doubt, the content of each of the websites referred to above is not incorporated
into and does not form part of this announcement.

MAR

For the purposes of MAR, this announcement is being made on behalf of Shaftesbury by Desna Martin, Company
Secretary and on behalf of Capco by Ruth Pavey, Company Secretary.

DISCLOSURE REQUIREMENTS OF THE CITY CODE ON TAKEOVERS AND MERGERS

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities
of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if later, following the announcement in which any
securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by not later than 3.30 pm (London
time) on the 10th business day following the commencement of the offer period and, if appropriate, by not later than
3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent
that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom
Rule 8.3(b) of the Code applies must be made by not later than 3.30 pm (London time) on the business day following the
date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire
or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed
to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.


30 May 2022

Sponsor
Java Capital

Date: 30-05-2022 08:15:00
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