TIDMCAPC TIDMSHB
RNS Number : 8927R
Capital & Counties Properties Plc
03 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.
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD
NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE EXISTING CAPCO
SHARES AND NEW CAPCO SHARES EXCEPT ON THE BASIS OF THE INFORMATION
IN THE SCHEME DOCUMENT, THE PROSPECTUS AND THE CIRCULAR, PUBLISHED
ON 7 JULY 2022, THE FIRST SUPPLEMENTARY PROSPECTUS, PUBLISHED ON 29
NOVEMBER AND THE SECOND SUPPLEMENTARY PROSPECTUS WHICH IS BEING
PUBLISHED TODAY.
3 March 2023
FOR IMMEDIATE RELEASE
Recommended all-share merger of
Capital & Counties Properties PLC ("Capco")
and
Shaftesbury PLC ("Shaftesbury")
Publication of Second Supplementary Prospectus
The board of Capco announces that, having received approval from
the Financial Conduct Authority, Capco has published a second
supplementary prospectus (the " Second Supplementary Prospectus ").
The Second Supplementary Prospectus is supplemental to, and should
be read in conjunction with, the prospectus which was published by
Capco on 7 July 2022 (the " Prospectus ") and the supplementary
prospectus published by Capco on 29 November 2022 (the " First
Supplementary Prospectus "), in connection with the recommended
all-share merger of Shaftesbury with Capco (the " Merger ").
The Second Supplementary Prospectus has been prepared in
accordance with Article 23 of the UK Prospectus Regulation and PR
3.4 of the Prospectus Regulation Rules, following the publication
of Capco's annual report for 2022 on 3 March 2023 which includes
its full year audited financial information for the year ended 31
December 2022.
A copy of the Second Supplementary Prospectus will shortly 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 will be available for inspection at the offices of Herbert
Smith Freehills LLP, being Exchange House, Primrose Street, London,
EC2A 2EG, United Kingdom, from today's date up to and including the
date upon which Admission occurs. The Second Supplementary
Prospectus will also 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
. The Second Supplementary Prospectus has been submitted to the
National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
For further information please contact:
+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 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.
Terms used but not defined in this announcement have the meaning
set out in the Prospectus, the Scheme Document, the First
Supplementary Prospectus and the Second Supplementary
Prospectus.
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).
This announcement does not constitute a prospectus or a
prospectus equivalent document.
Important Notices Relating to the Financial Advisers and
Corporate Brokers
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as lead financial
adviser for Capco and no one else in connection with the Merger and
will not be responsible to any other person for providing the
protections afforded to its clients or for providing advice in
connection with Merger, the contents of this announcement or any
other matter referred to herein. Neither Rothschild & Co nor
any of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Rothschild & Co in connection with this
announcement, any statement contained herein, the Merger or
otherwise. No representation or warranty, express or implied, is
made by Rothschild & Co as to the contents of this
announcement.
Java Capital Trustees and Sponsors Proprietary Limited ("Java
Capital"), which is regulated by the JSE, which is licensed as a
securities exchange and is regulated by the Financial Sector
Conduct Authority and the Prudential Authority of South Africa, is
acting as JSE sponsor exclusively for Capco and no one else in
connection with the Merger and will not be responsible to anyone
other than Capco for providing the protections afforded to the
clients of Java Capital, nor for providing advice in relation to
the Merger from a JSE perspective or any other matter or
arrangement referred to in this announcement.
Overseas jurisdictions
The availability of the New Capco Shares in, and the release,
publication or distribution of this announcement in or into,
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes who are subject to the laws of any jurisdiction other than
the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements or restrictions. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law the companies and
persons involved in the Merger disclaim any responsibility or
liability for the violation of such restrictions by any person.
Shaftesbury Shareholders who are in any doubt regarding such
matters should consult an appropriate independent adviser in the
relevant jurisdiction without delay.
This announcement has been prepared for the purposes of
complying with English law, the Code, the Market Abuse Regulation
and the Disclosure Guidance and Transparency Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
Unless otherwise determined by Capco or required by the Code,
and permitted by applicable law and regulation, the New Capco
Shares to be issued pursuant to the Merger to Shaftesbury
Shareholders will not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Merger by any such use, means, instrumentality or
form (including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, any Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this announcement and
any formal documentation relating to the Merger are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
or any other jurisdiction where to do so would constitute a
violation of the laws of that jurisdiction, and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send such documents in
or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Merger. If the
Merger is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may
not be made directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Merger will not be capable of acceptance by
any such use, means, instrumentality or facilities or from within
any Restricted Jurisdiction.
The availability of New Capco Shares pursuant to the Merger to
Shaftesbury Shareholders who are not resident in the United Kingdom
or the ability of those persons to hold such shares may be affected
by the laws or regulatory requirements of the relevant
jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements.
Shaftesbury Shareholders who are in doubt about such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
Additional Information for US Investors
Shareholders in the United States should note that the Merger
relates to the shares of an English company and is proposed to be
made by means of a scheme of arrangement provided for under, and
governed by, the law of England and Wales. Neither the proxy
solicitation nor the tender offer rules under the US Securities
Exchange Act of 1934, as amended, (the "US Exchange Act") will
apply to the Scheme. Moreover, the Scheme will be subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules. However, if Capco were, with the consent of the Panel and
subject to the terms of the Co-operation Agreement, to elect to
implement the Merger by means of a Takeover Offer, such Takeover
Offer would be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Any such Takeover Offer would be made in
the United States by Capco and no one else. In addition to any such
Takeover Offer, Capco, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in Shaftesbury outside any
such Takeover Offer during the period in which such Takeover Offer
would remain open for acceptance. If such purchases or arrangements
to purchase were to be made they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act. Any information about any such purchases would be
disclosed as required in the UK and, if relevant, would be reported
to a Regulatory Information Service and would be available on the
London Stock Exchange website at
https://www.londonstockexchange.com/ .
Financial information included in this announcement, the Scheme
Document, the Prospectus, the First Supplementary Prospectus and
the Second Supplementary Prospectus has been prepared in accordance
with accounting standards under UK-adopted international accounting
standards and in accordance with International Financial Reporting
Standards ("IFRS") and thus may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States. If Capco were to implement the
Merger by way of a Takeover Offer in accordance with the terms of
the Co-operation Agreement or otherwise in a manner that is not
exempt from the registration requirements of the US Securities Act
(as defined below) and were to extend the offer into the United
States, then any such offer would be made in compliance with
applicable United States securities laws and regulations.
Capco and Shaftesbury are each organised under the laws of
England and Wales. All of the officers and directors of Capco and
Shaftesbury are residents of countries other than the United
States. It may therefore be difficult for US investors to enforce
their rights and any claim arising out of US securities law. It may
not be possible to sue Capco and Shaftesbury (or their officers and
directors) in a non-US court for violations of US securities laws.
It may be difficult to compel Capco, Shaftesbury and their
respective affiliates to subject themselves to the jurisdiction and
judgment of a US court.
The receipt of New Capco Shares by a US holder of Shaftesbury
Shares as consideration for the transfer of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for United
States federal income tax purposes and under applicable United
States state and local income, franchise or transfer, as well as
foreign and other, tax laws. Each Shaftesbury Shareholder
(including US holders) is urged to consult its independent
professional adviser immediately regarding the tax consequences of
the Merger applicable to them.
This announcement does not constitute or form a part of any
offer to sell or issue, or any solicitation of any offer to
purchase, subscribe for or otherwise acquire, any securities in the
United States.
Neither the US Securities and Exchange Commission nor any
securities commission of any state or other jurisdiction of the
United States has approved the New Capco Shares to be issued in
connection with the Merger, passed upon the fairness of the Merger,
or passed upon the adequacy or accuracy of this document. Any
representation to the contrary is a criminal offence in the United
States.
Notes regarding New Capco Shares
The New Capco Shares to be issued pursuant to the Scheme have
not been and will not be registered under the US Securities Act of
1933 (as amended) (the "US Securities Act") or under the relevant
securities laws of any state or other jurisdiction of the United
States or the relevant securities laws of Japan and the relevant
clearances have not been, and will not be, obtained from the
securities commission of any province of Canada. No prospectus in
relation to the New Capco Shares has been, or will be, lodged with,
or registered by, the Australian Securities and Investments
Commission. Accordingly, the New Capco Shares are not being, and
may not be, offered, sold, resold, delivered or distributed,
directly or indirectly into or within the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would
constitute a violation of relevant laws of, or require registration
thereof in, such jurisdiction (except pursuant to an exemption, if
available, from any applicable registration requirements and
otherwise in compliance with all applicable laws).
The New Capco Shares have not been and will not be registered
under the US Securities Act, or under the securities laws of any
state or other jurisdiction of the United States, and may not be
offered or sold in the United States absent registration under the
US Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. It is expected that the
New Capco Shares will be issued in reliance upon the exemption from
the registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof. For the purpose of qualifying for the
exemption provided by Section 3(a)(10) of the US Securities Act,
Capco will advise the Court that its sanctioning of the Scheme will
be relied on by Capco for purposes of a Section 3(a)(10) exemption
following a hearing on the fairness of the Scheme to Shaftesbury
Shareholders.
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 or 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.
No Profit Forecasts or Estimates
No statement in this announcement (including any statement of
estimated synergies) 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 Capco, Shaftesbury 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 Capco, Shaftesbury or
the Combined Group as appropriate.
Publication of this announcement
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/possible-all-share-merger-with-capco/disclaimer.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) 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
PSPFLFEVVRIVIIV
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