TIDMCAPC TIDMSHB
RNS Number : 6865Q
Capital & Counties Properties Plc
22 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 February 2023
Recommended all-share merger
of
Capital & Counties Properties PLC ("Capco")
and
Shaftesbury PLC ("Shaftesbury")
CMA Clearance and Update on Timetable
Capco and Shaftesbury welcome today's announcement that,
following its Phase 1 review, the CMA has unconditionally cleared
the recommended all-share merger of Capco and Shaftesbury (the
"Merger"). Accordingly, Capco and Shaftesbury are pleased to
confirm that the CMA Condition has been satisfied.
The Court sanction hearing is expected to take place on 2 March
2023 and subject to the satisfaction or waiver (if capable of
waiver) of the remaining Conditions, the Merger is expected to
complete on 6 March 2023. The Merger received the necessary
approvals from Capco Shareholders and Shaftesbury Shareholders at
the respective shareholder meetings held on 29 July 2022.
Further announcements will be made in due course and an updated
timetable of principal events relating to the Scheme is set out in
the appendix to this announcement. Further information on the
Conditions is set out in the scheme document posted to Shaftesbury
Shareholders on 7 July 2022 (the "Scheme Document") (which is
available on each of Capco and Shaftesbury's websites).
Capitalised terms used in this announcement shall, unless
otherwise defined, have the meanings given to them in the Scheme
Document.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Capco and
Shaftesbury's current expectation of the dates and is subject to
change. If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to
Shaftesbury Shareholders by announcement through a Regulatory
Information Service of the London Stock Exchange with such
announcement being made available on Shaftesbury's website at
https://www.shaftesbury.co.uk/en/investor-relations/recommended-all-share-merger-with-capco.html
and, if required by the Panel, by posting notice of the change(s)
to Shaftesbury Shareholders.
Event Time and/or date
Publication of change of name declaration 22 February 2023
announcement on the JSE
Publication of Capco annual results for 1 March 2023
2022
Court sanction hearing 2 March 2023
Publication of change of name finalisation by 8.00 a.m. on 3
announcement on the JSE March 2023
Publication of supplementary prospectus 3 March 2023
and Capco annual report for 2022
Record date for the Capco interim dividend 3 March 2023
Expected last day to trade in Capco Shares 3 March 2023
on the JSE prior to the name change
Last day of dealings in, and for the registration 4.30 p.m. on 3 March
of transfers of, Shaftesbury Shares 2023
Disablement of Shaftesbury Shares in CREST 4.30 p.m. on 3 March
2023
Scheme Record Time 6.00 p.m. on 3 March
2023
Effective Date of the Scheme 6 March 2023
Admission of New Capco Shares to the LSE 8.00 a.m. on 6 March
and JSE 2023
De-listing of Shaftesbury Shares from 8.00 a.m. on 6 March
the Official List and the Main Market 2023
Expected trading in new name of Shaftesbury 7 March 2023
Capital PLC on the LSE and JSE under the
share code SHC commences on
Payment date for the Capco's second interim 20 March 2023
dividend (to Capco shareholders on the
register on 3 March 2023)
Latest date for despatch of fractional 20 March 2023
or restricted share sale proceeds cheques
and crediting of CREST accounts of Scheme
Shareholders for fractional entitlements
or restricted sales proceeds
Latest date for despatch of share certificates 20 March 2023
of Scheme Shareholders
Enquiries:
+44 (0)20 3214
Capco 9150
Ian Hawksworth, Chief Executive
Situl Jobanputra, Chief Financial Officer
Sarah Corbett, Director of Commercial Finance
and Investor Relations
Rothschild & Co (Lead Financial Advisers and +44 (0)20 7280
UK Sponsor to Capco) 5000
Alex Midgen
Peter Everest
UBS (Joint Financial Adviser and Corporate +44 (0)20 7567
Broker to Capco) 8000
Hew Glyn Davies
Jonathan Retter
Jefferies (Joint Financial Adviser and Corporate +44 (0)20 7029
Broker to Capco) 8000
Philip Noblet
Ed Matthews
+44 (0)20 7418
Peel Hunt (Joint Corporate Broker to Capco) 8900
Carl Gough
Capel Irwin
+44 (0)20 7796
Hudson Sandler (PR Adviser to Capco) 4133
Michael Sandler
+27 (0)11 447
Instinctif Partners (PR Adviser to Capco) 3030
Frederic Cornet
+44 (0)20 7333
Shaftesbury 8118
Brian Bickell, Chief Executive
Chris Ward, Chief Financial Officer
Evercore (Joint Lead Financial Adviser to +44 (0)20 7653
Shaftesbury) 6000
Ed Banks
Wladimir Wallaert
Blackdown Partners (Joint Lead Financial Adviser +44 (0)20 3807
to Shaftesbury) 8484
Peter Tracey
Tom Fyson
Liberum Capital (Joint Financial Adviser and
Corporate Broker to +44 (0)20 3100
Shaftesbury) 2000
Richard Crawley
Jamie Richards
J.P. Morgan Cazenove (Joint Financial Adviser +44 (0)20 7742
and Corporate Broker to Shaftesbury) 400
Paul Pulze
Saul Leisegang
+44 (0)7958
RMS Partners (PR Adviser to Shaftesbury) 754 273
Simon Courtenay
+44 (0)20 3128
MHP Communications (PR Adviser to Shaftesbury) 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.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer to
sell or issue, or any solicitation of an offer to purchase,
subscribe for or otherwise acquire, or the solicitation of any
offer to dispose of, any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to the Merger or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Capco or Shaftesbury pursuant to the Merger in any
jurisdiction in contravention of applicable laws.
The Merger will be implemented solely pursuant to the terms of
the Scheme Document (or, in the event that the Merger is to be
implemented by means of a Takeover Offer, the Offer Document),
which, together with the forms of proxy, contains the full terms
and conditions of the Scheme. Any decision in respect of, or other
response to, the Merger by Shaftesbury Shareholders should be made
only on the basis of the information contained in the Scheme
Document (or, in the event that the Merger is to be implemented by
means of a Takeover Offer, the Offer Document).
This announcement does not constitute a prospectus or a
prospectus equivalent document.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation in respect of Capco and
Shaftesbury. The person responsible for arranging for the release
of this announcement on behalf of Capco is Ruth Pavey, Company
Secretary and on behalf of Shaftesbury is Desna Martin, Company
Secretary.
The Merger will be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange and the FCA.
Information Relating to Shaftesbury Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Shaftesbury Shareholders, persons
with information rights and other relevant persons in connection
with the receipt of communications from Shaftesbury may be provided
to Capco during the offer period as required under Section 4 of
Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing - 3 - 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. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 p.m. (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.
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).
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.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Merger and other information published by Capco and Shaftesbury
contain statements which are, or may be deemed to be,
"forward-looking statements". These forward looking statements can
be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Capco and Shaftesbury about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements. The forward-looking statements
contained in this announcement may include statements relating to
the expected effects of the Merger on Capco and Shaftesbury, the
expected timing of the Merger and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "scheduled", "estimates", "targets", "hopes",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases of similar
meaning or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken,
occur or be achieved. These statements are based on assumptions and
assessments made by Shaftesbury, and/or Capco in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. Although Capco and Shaftesbury believe that the
expectations reflected in such forward-looking statements are
reasonable, Capco and Shaftesbury can give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors which could cause
actual results and developments to differ materially from those
expressed or implied by such forward looking statements, including,
among others the enactment of legislation or regulation that may
impose costs or restrict activities; the re-negotiation of
contracts or licences; fluctuations in demand and pricing in the
commercial property industry; changes in government policy and
taxations; changes in political conditions, economies and markets
in which Capco and Shaftesbury operate; changes in the markets from
which Capco and Shaftesbury raise finance; the impact of legal or
other proceedings; changes in accounting practices and
interpretation of accounting standards under IFRS; changes in
interest and exchange rates; industrial disputes; war and
terrorism. These forward-looking statements speak only as at the
date of this document.
Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be
construed in the light of such factors. Neither Capco nor
Shaftesbury, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Listing Rules
and the Disclosure Guidance and Transparency Rules of the FCA),
neither Capco nor Shaftesbury is under any obligation, and Capco
and Shaftesbury expressly disclaim any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available subject to certain restrictions
relating to persons resident in Restricted Jurisdictions on Capco's
website at
https://www.capitalandcounties.com/investors/investor-information/merger-shaftesbury-plc
and Shaftesbury's website at
https://www.shaftesbury.co.uk/en/investor-relations/recommended-all-share-merger-with-capco.html
by no later than 12 noon (London time) on the business day after
the date of this announcement.
For the avoidance of doubt, the contents of Capco's website and
Shaftesbury's website are not incorporated into and do not form
part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Capco Shareholders may
request a hard copy of this announcement by contacting Ruth Pavey
(Company Secretary) during business hours on 020 3214 9170 (or, in
the case of shareholders resident in South Africa, Java Capital
during business hours on +27 081 011 5571). If you have received
this announcement in electronic form, copies of this announcement
and any document or information incorporated by reference into this
document will not be provided unless such a request is made. Capco
Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Merger should be in hard copy form.
In accordance with Rule 30.3 of the Code, Shaftesbury
Shareholders may request a hard copy of this announcement by
contacting Desna Martin (Company Secretary) at
companysecretary@shaftesbury.co.uk or by calling +44 (0)20 7333
8118. If you have received this announcement in electronic form,
copies of this announcement and any document or information
incorporated by reference into this document will not be provided
unless such a request is made. Shaftesbury Shareholders may also
request that all future documents, announcements and information to
be sent to them in relation to the Merger should be in hard copy
form.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Other information
If you have any questions about shareholder matters relating to
the contents of this announcement, please contact Link Group on +44
(0)371 664 0321. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. The helpline is open
between 09:00 - 17:30, Monday to Friday excluding public holidays
in England and Wales.
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END
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