TIDMSHB TIDMCAPC
RNS Number : 7162R
Shaftesbury PLC
02 March 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.
FOR IMMEDIATE RELEASE
2 March 2023
Recommended all-share merger of
Capital & Counties Properties PLC ("Capco")
and
Shaftesbury PLC ("Shaftesbury")
Scheme sanctioned by Court
Capco and Shaftesbury are pleased to announce that the Court has
today sanctioned the Scheme by which the recommended all-share
merger of Capco and Shaftesbury (the "Merger") is being
implemented.
The Scheme will become effective upon the Court Order being
delivered to the Registrar of Companies, which is expected to take
place by 8.00 a.m. on 6 March 2023.
The last day of dealings in, and for registration of transfers
of, Shaftesbury Shares will be tomorrow, 3 March 2023. No transfers
of Shaftesbury Shares will be registered after 4.30 p.m. on 3 March
2023.
Following the Scheme becoming effective, Shaftesbury
Shareholders (other than the holders of the Existing Capco
Shareholding) on the register at the Scheme Record Time, being 6.00
p.m. on 3 March 2023, will receive 3.356 New Capco Shares for each
Shaftesbury Share held.
1,095,549,228 New Capco Shares will be issued to Shaftesbury
Shareholders (including up to 128,350,794 New Capco Shares in
respect of the Secured New Capco Shares). In addition, 6,170,629
Capco Shares will be issued pursuant to Capco's Share Plans.
Applications have been made to (i) the Financial Conduct
Authority and the London Stock Exchange in relation to the
admission of 1,101,719,857 Capco Shares to listing on the premium
listing segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities, and (ii) the
JSE for the secondary (inward) listing and admission to trading of
1,101,719,857 Capco Shares on the Main Board of the JSE, which is
expected to take place on the London Stock Exchange at 8.00 a.m.
(London time) and on the JSE at 10.00 a.m. (Johannesburg time) on 6
March 2023.
It is expected that trading in Shaftesbury Shares on the Main
Market of the London Stock Exchange and the listing of Shaftesbury
Shares on the Official List of the Financial Conduct Authority will
be suspended before markets open on 6 March 2023 and the listing of
Shaftesbury Shares will be cancelled with effect from 8.00 a.m. on
6 March.
All references to times in this announcement are to London time,
unless otherwise stated.
Defined terms used but not defined in this announcement have the
meanings set out in the scheme document which was posted to
Shaftesbury Shareholders on 7 July 2022 (which is available on each
of Capco and Shaftesbury's websites).
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 Broker +44 (0)20 7567
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
+44 (0)20 7653
Evercore (Joint Lead Financial Adviser to 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 754
RMS Partners (PR Adviser to Shaftesbury) 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 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.
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 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 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 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 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 in light of its experience and perception of
historical trends, current conditions, future developments and
other factors it believes appropriate. Although Shaftesbury
believes that the expectations reflected in such forward-looking
statements are reasonable, 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 Shaftesbury operate; changes in the markets from which
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 Shaftesbury, nor
any of its 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),
Shaftesbury is not under any obligation, and Shaftesbury expressly
disclaims any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share or dividend per share for Shaftesbury, Capco or
the Combined Group, as appropriate, for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share or dividend per share for
Shaftesbury, Capco or the Combined Group as appropriate.
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
Shaftesbury's website at
https://www.shaftesbury.co.uk/en/investor-relations/recommended-all-share-merger-with-capco.html
and on Capco's website at
https://www.capitalandcounties.com/investors/investor-information/merger-shaftesbury-plc
and 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 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, 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.
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) at Ruth.Pavey@capitalandcounties.com or by
calling +44 (0)20 3214 9150 (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.
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
ARIUUUSROSUORAR
(END) Dow Jones Newswires
March 02, 2023 09:45 ET (14:45 GMT)
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