Circ re. acquisition of stake in Shaftesbury PLC

LEI: 549300TTXXZ1SHUI0D54

21 July 2020

CAPITAL & COUNTIES PROPERTIES PLC ("Capco" or "the Company")

PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING

Further to the announcement made on 30 May 2020 and the approval for publication by the Financial Conduct Authority (the "FCA"), Capco has today published a circular containing detail of its proposed acquisition of a second tranche of Shaftesbury PLC ("Shaftesbury") shares (the "Circular").

On 30 May 2020 Capco announced that it had agreed to acquire a 26.3 per cent. shareholding in Shaftesbury across two tranches. The acquisition of the first tranche, representing 20.94 per cent. of Shaftesbury's shares, completed on 3 June 2020. The acquisition of the second tranche, representing 5.31 per cent. of Shaftesbury's shares, when aggregated with the first tranche, constitutes a Class 1 transaction for the purposes of the Listing Rules and is therefore conditional on the approval of Capco shareholders.

The Circular contains further details on the proposed acquisition of the second tranche of Shaftesbury shares, the Notice of General Meeting and details on the form of proxy.

Availability of Circular

The Circular will shortly be submitted to the FCA's National Storage Mechanism and will be available for inspection on its website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available for viewing on Capco's website at https://www.capitalandcounties.com/investors. 

General Meeting

A General Meeting of the Company has been convened for 9.30 a.m. (London time) on 10 August 2020 at 15 Grosvenor Street, London, W1K 4QZ to consider and, if thought fit, pass an ordinary resolution  to approve the acquisition of the second tranche of Shaftesbury shares.

Shareholders who wish to vote are strongly encouraged to submit their votes by proxy as soon as possible and, in any event, by no later than 9.30 a.m. (London time) and 10.30 a.m. (Johannesburg time) on 6 August 2020.

As a result of the COVID-19 outbreak, and in line with the legislation and guidance issued by the UK Government, it is necessary to restrict attendance at the General Meeting. Under the Corporate Insolvency and Governance Act 2020, the rights of shareholders to attend and to participate (other than by voting) in a meeting of the Company have been suspended for a temporary period beginning on 26 March 2020 and ending on 30 September 2020 due to COVID-19. As the General Meeting will be held during this period, attendance at the General Meeting will be limited to the minimum number of persons to ensure the General Meeting is quorate and to conduct the business of the meeting in line with the Company's Articles of Association. Shareholders are asked not to attend the meeting as it will be a closed meeting to which shareholders will not be permitted.

Shareholders are therefore invited to submit any questions they may wish to have answered by sending an email to [email protected] or calling on +44 (0)20 3214 9170 and a response will be provided directly.

The definitions referenced in this announcement have the same meaning as given in the Circular published today, unless otherwise stated.

Enquiries:

Leigh McCaveny

Acting Company Secretary

Capital & Counties Properties PLC

+ 44 (0) 20 3214 9170

About Capital & Counties Properties PLC

Capital & Counties Properties PLC is one of the largest listed property investment companies in central London and is a constituent of the FTSE-250 Index. Capco's landmark estate at Covent Garden was valued at £2.2 billion (as at 30 June 2020) where its ownership comprises over 1.2 million square feet of lettable space. Capco owns a 20.94 per cent shareholding in Shaftesbury PLC. The Company is listed on the London Stock Exchange and the Johannesburg Stock Exchange. www.capitalandcounties.com