Shaftesbury Capital Plc (formerly: Capital & Counties Properties Plc)

M&A Activity • May 20, 2022

National Storage Mechanism | Additional information

RNS Number : 2658M

Capital & Counties Properties Plc

20 May 2022

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Capital & Counties Properties PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Capital & Counties Properties PLC (OFFEROR)
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	20/05/2022
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES Shaftesbury PLC (OFFEREE)

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	NIL	-	NIL	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

a)  Interests held by the Directors of Capital & Counties Properties PLC, their close relatives and related trusts:

Name	Number of ordinary shares of £0.25	% (2 decimal places)
Charlotte Boyle, close relatives and related trusts	15,052	0.00
Ian Hawksworth, close relatives and related trusts	909,492	0.11
Situl Jobanputra, close relatives and related trusts	100,000	0.01
Jonathan Lane, close relatives and related trusts	250,000	0.03
Michelle McGrath, close relatives and related trusts	40,000	0.00
Henry Staunton, close relatives and related trusts	350,000	0.04

b)  Interests held as options or awards under the Capital & Counties Properties PLC 2017 Performance Share Plan by the Directors of Capital & Counties Properties PLC, their close relatives and related trusts:

Name	Award type	Number of ordinary shares (under option)	Vesting date	Exercise price (per share ) (£)
Ian Hawksworth	Deferred bonus	29,528	08/05/2020	Nil
102,153	12/03/2021	Nil
44,722	29/03/2022	Nil
192,450	03/03/2023	Nil
171,782	28/02/2025	Nil
Performance share plan	1,112,490	03/03/2023	Nil
1,143,129	12/03/2024	Nil
1,221,945	28/02/2025	Nil
Situl Jobanputra	Deferred bonus	58,289	12/03/2021	Nil
28,986	29/03/2022	Nil
124,161	03/03/2023	Nil
114,074	28/02/2025	Nil
Performance share plan	738,763	03/03/2023	Nil
759,109	12/03/2024	Nil
811,597	28/02/2025	Nil
Michelle McGrath	Deferred bonus	92,601	28/02/2025	Nil
Performance share plan	514,030	03/03/2023	Nil
616,218	12/03/2024	Nil
682,397	28/02/2025	Nil

c)  Interests and short positions held by connected advisers of Capital & Counties Properties PLC

Name	Number of ordinary shares of £0.25	% (2 decimal places)
UBS Financial Services Inc.	185	0.00

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
None.

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"
None.

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

###### Date of disclosure:	20 May 2022
###### Contact name:	Ruth Pavey, Company Secretary
###### Telephone number:	020 3214 9170

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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