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

Major Shareholding Notification • Nov 4, 2019

National Storage Mechanism | Additional information

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RNS Number : 1436S

Capital & Counties Properties Plc

04 November 2019

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 ("Capco")
(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.	N/a
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Capco
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	31 October 2019
(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"	N/A

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:	None
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) Ordinary shares in Capco held by Capco directors

Name	Number of ordinary shares in Capco	Percentage of issued ordinary share capital in Capco (per cent.)(1)
Henry Staunton	250,000	0.029%
Ian Hawksworth(2)	823,797	0.097%
Situl Jobanputra	50,000	0.006%
Charlotte Boyle	10,052	0.001%
Jonathan Lane	40,950	0.005%
Gerry Murphy	50,000	0.006%
Anthony Steains	Nil	-
Andrew Strang	Nil	-

(1) Rounded to 3 decimal places.

(2) Includes 3,193 shares which are held by a family member of Ian Hawksworth whose holdings are not disclosable under the DTRs.

(b) Options and awards held by Capco directors in its ordinary shares

Name	Award type	Shares in respect of which options or awards granted	Grant date	Exercise price	Vesting date subject to performance conditions (where applicable)	Expiry date
Ian Hawksworth	Annual 2017 PSP award	667,553	08/05/2017	-	08/03/2020	07/03/2027
Annual 2018 PSP award	789,483	12/03/2018	-	12/03/2021	11/03/2028
Annual 2019 PSP award	897,584	29/03/2019	-	29/03/2022	28/03/2029
Deferred 2014 bonus	94,557	01/04/2015	-	01/04/2015	31/03/2025
Deferred 2015 bonus	121,116	11/03/2016	-	11/03/2019	10/03/2026
Deferred 2016 bonus	29,528	08/05/2017	-	08/03/2020	07/03/2027
Deferred 2017 bonus	102,153	12/03/2018	-	12/03/2021	11/03/2028
Deferred 2018 bonus	44,722	29/03/2019	-	29/03/2022	28/03/2029
Situl Jobanputra	Annual 2017 PSP award	364,630	08/05/2017	-	08/03/2020	07/03/2027
Annual 2018 PSP award	486,111	12/03/2018	-	12/03/2021	11/03/2028
Annual 2019 PSP award	571,848	29/03/2019	-	29/03/2022	28/03/2029
Deferred 2017 bonus	58,289	12/03/2018	-	12/03/2021	11/03/2028
Deferred 2018 bonus	28,986	29/03/2019	-	29/03/2022	28/03/2029

(c) Interests and short positions of Capco' advisers in ordinary shares in Capco

Merrill Lynch International(3)

Class of relevant security:	Ordinary shares in Capco
	Interests		Short positions
Number	%(1)	Number	%(1)
(1) Relevant securities owned and/or controlled:	2,332,313	0.273%	3,498,016	0.410%
(2) Cash-settled derivatives:	2,849,415	0.334%	1,217,945	0.143%
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	5,181,728	0.607%	4,715,961	0.552%

(1) Rounded to 3 decimal places.

(3) Figures below include the aggregated positions of BofA Securities Europe SA and Merrill Lynch South Africa Proprietary Limited in addition to Merrill Lynch International.

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:	4 November 2019
###### Contact name:	Ruth Pavey Company Secretary
###### Telephone number:	+44 (0)20 3214 9155

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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