Business
Recommended all-share merger
Recommended all-share merger.
About this update from Shaftesbury Capital Plc
[{"type":"text","content":"\n \n \n \n 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.\n \n \n \n \n \n \n \n \n \n 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 MERGER AND NEW CAPCO SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT, THE PROSPECTUS AND THE CIRCULAR WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.\n \n \n \n \n THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.\n \n \n \n \n FOR IMMEDIATE RELEASE.\n \n \n \n \n 16 June 2022\n \n \n \n \n Recommended all-share merger of\n \n \n \n \n Capital & Counties Properties PLC and Shaftesbury PLC\n \n \n \n \n to be effected by means of a Scheme of Arrangement of Shaftesbury PLC\n \n \n \n \n under Part 26 of the Companies Act 2006\n \n \n \n \n Summary\n \n \n \n ·\n The Boards of Capital & Counties Properties PLC (\"Capco\") and Shaftesbury PLC (\"Shaftesbury\") are pleased to announce that they have reached agreement on the terms of a recommended all-share merger (the \"Merger\") to form the \"Combined Group\". It is intended that the Merger will be implemented by way of a scheme of arrangement of Shaftesbury under Part 26 of the Companies Act, which, together with the Existing Capco Shareholding, will result in the Capco Group owning 100% of the issued and to be issued share capital of Shaftesbury on Completion.\n \n \n \n Key terms\n \n \n \n ·\n Under the terms of the Merger, the Scheme Shareholders shall be entitled to receive:\n \n \n \n 3.356 New Capco Shares for each Shaftesbury Share held (the \"Exchange Ratio\")\n \n \n \n ·\n As a result of the Merger, Shaftesbury Shareholders (other than the holders of the Existing Capco Shareholding) will own 53% of the Combined Group and Capco Shareholders will own 47% of the Combined Group.\n \n \n ·\n The Exchange Ratio has been agreed between the Boards of each of Capco and Shaftesbury taking into account the relative EPRA NTA and market capitalisations of both companies.\n \n \n ·\n The Capco Group already holds 96,971,003 Shaftesbury Shares, representing approximately 25.2% of Shaftesbury's issued share capi...