DGAP-Ad-hoc: Capital & Counties Properties PLC / Key word(s): Merger 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 30 May 2022 Shaftesbury PLC Possible all-share merger of Shaftesbury PLC and Capital & Counties PLC Extension to PUSU Deadline 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. Media and Press Enquiries
ABOUT Shaftesbury ABOUT Capco 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 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 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | Capital & Counties Properties PLC |
| Regal House, 14 James Street | |
| WC2E 8BU London | |
| United Kingdom | |
| E-mail: | ruth.pavey@capitalandcounties.com |
| Internet: | www.capitalandcounties.com |
| ISIN: | XS2262952679 |
| WKN: | A285L7 |
| Listed: | Regulated Unofficial Market in Frankfurt; SIX |
| EQS News ID: | 1364133 |
| End of Announcement | DGAP News Service |
1364133 30-May-2022 CET/CEST
