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CAPITAL & COUNTIES PROPERTIES PLC - Public opening position disclosure by a party to an offer

Release Date: 20/05/2022 12:00
Code(s): CCO     PDF:  
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Public opening position disclosure by a party to an offer

CAPITAL & COUNTIES PROPERTIES PLC
(Incorporated and registered in the United Kingdom
and Wales with registration Number 07145041 and
registered in South Africa as an external company
with Registration Number 2010/003387/10)
JSE code: CCO ISIN: GB00B62G9D36
LEI: 549300TTXXZ1SHUI0D54


PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER


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                Capital & Counties Properties PLC
     securities this form relates:                                        (OFFEROR)
     Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                         OFFEROR

 (e) Date position held:                                                  20/05/2022
     The latest practicable date prior to the disclosure
 (f) In addition to the company in 1(c) above, is the discloser           YES
     making disclosures in respect of any other party to the offer?
     If it is a cash offer or possible cash offer, state “N/A”            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                       NIL                 -             NIL                 -
     controlled:
 (2) Cash-settled derivatives:                              NIL                 -             NIL                 -

 (3) Stock-settled derivatives (including                   NIL                 -             NIL                 -
     options) and agreements to
     purchase/sell:
                                                            NIL                 -             NIL                 -
      TOTAL:
                                                                                                                      
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             N/A
 subscription right exists:
 Details, including nature of the rights concerned           N/A
 and relevant percentages:

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         % (2
                                                                                  of      decimal
                                                                            ordinary      places)
                                                                              shares
                                                                            of £0.25
     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       Vesting date      Exercise price
                                                ordinary                        (per share ) (£)
                                            shares (under
                                                  option)
     Ian                Deferred bonus             29,528          08/05/2020                Nil
     Hawksworth                                   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             1,112,490          03/03/2023                Nil
                        share plan              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               738,763          03/03/2023                Nil
                        share plan                759,109          12/03/2024                Nil
                                                  811,597          28/02/2025                Nil
                                                                                                                   
     Michelle           Deferred bonus             92,601          28/02/2025                Nil
     McGrath            Performance               514,030          03/03/2023                Nil
                        share plan                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       % (2
                                                                                of      decimal
                                                                          ordinary      places)
                                                                            shares
                                                                          of £0.25
     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.

20 May 2022



Sponsor
Java Capital

Date: 20-05-2022 12:00:00
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