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

Results of General Meeting

The Board of Capco is pleased to announce that the resolutions proposed at the General Meeting of the Company held earlier today, seeking approval for, amongst other things, the recommended all-share merger of the Company and Shaftesbury PLC (the "Merger"), as described in the circular dated 7 July 2022 containing the Notice of General Meeting (the "Circular"), were duly passed by shareholders.

The Merger was also approved by shareholders of Shaftesbury PLC ("Shaftesbury") at the Shaftesbury Court Meeting and the special resolution was passed at the Shaftesbury General Meeting held earlier today. The Merger remains subject to the satisfaction or waiver, where permitted, of the Conditions set out in the scheme document dated 7 July 2022 (the "Scheme Document"), including the satisfaction of the CMA Condition and the approval of the Court. It is expected that the transaction will be completed by the end of 2022.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular.

Full details of the poll results from today's General Meeting are set out below. The results of the poll can be viewed on Capco's website: www.capitalandcounties.com.

Resolutions

For:

%

Against:

%

Total votes cast (excluding withheld):

% of issued share capital

Withheld:

  1. To approve the recommended all-share merger of the Company with Shaftesbury PLC.

655,601,408

96.84

21,392,112

3.16

676,993,520

79.53

1,499,300

  1. To authorise the Directors to allot shares (s.551 of the Companies Act 2006) (in connection with the merger).

649,889,320

96.00

27,095,275

4.00

676,984,595

79.53

1,508,225

  1. To approve the issue of shares to Norges Bank in connection with the merger as a related party transaction.

527,936,372

96.11

21,392,112

3.89

549,328,484

64.53

129,164,336

  1. To authorise the Company to purchase its own shares via off-market purchases under the Buyback Contract, in accordance with the provisions of s.694 of the Companies Act 2006.

656,695,663

96.84

21,397,857

3.16

678,093,520

79.66

399,300

  1. To authorise the Directors to allot the unissued share capital up to a specified amount (s.551 of the Companies Act 2006).

611,854,002

90.20

66,453,836

9.80

678,307,838

79.68

184,982

  1. Special Resolution: To disapply pre-emption provisions of s.561(1) of the Companies Act 2006 up to the extent specified.

623,860,563

92.12

53,347,074

7.88

677,207,637

79.55

1,285,183

  1. Special Resolution: To disapply pre-emption provisions of s.561(1) of the Companies Act 2006 up to the additional extent specified.

622,818,130

91.97

54,389,507

8.03

677,207,637

79.55

1,285,183

  1. Special Resolution: To authorise the Company to purchase its own shares.

654,603,593

96.82

21,486,582

3.18

676,090,175

79.42

2,402,645

  1. Special Resolution: To approve the change of name of the Company to Shaftesbury Capital PLC.

655,598,684

96.84

21,394,836

3.16

676,993,520

79.53

1,499,300

Notes:

1.     The full text of the resolutions is set out in the Notice of General Meeting contained within the Circular.

2.      Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total.

3.     A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes for or against a resolution.

4.      Total voting rights of shares in issue: 851,274,235. Every shareholder has one vote for every ordinary share held, save that Norges Bank, as a related party of the Company, was not entitled to and did not vote on Resolution 3. Norges Bank’s votes therefore in the table above show as “Withheld”.

In accordance with paragraph 9.6.2 of the Listing Rules, copies of the resolutions passed at the meeting have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Enquiries:

Capco

Ian Hawksworth, Chief Executive

Situl Jobanputra, Chief Financial Officer

Sarah Corbett, Director of Commercial Finance and Investor Relations

Ruth Pavey, Company Secretary

 

+44 (0)20 3214 9150

Rothschild & Co (Lead Financial Adviser and UK Sponsor to Capco)

Alex Midgen

Peter Everest

+44 (0)20 7280 5000

UBS (Joint Financial Adviser and Corporate Broker to Capco)

Hew Glyn Davies

Jonathan Retter

+44 (0)20 7567 8000

Jefferies (Joint Financial Adviser and Corporate Broker to Capco)

Philip Noblet

Ed Matthews

+44 (0)20 7029 8000

Peel Hunt (Joint Corporate Broker to Capco)

Carl Gough

Capel Irwin

+44 (0)20 7418 8900

Hudson Sandler (PR Adviser to Capco)

Michael Sandler

+44 (0)20 7796 4133

Instinctif Partners (PR Adviser to Capco)

Frederic Cornet

+27 (0)11 447 3030

Herbert Smith Freehills LLP is acting as legal adviser to Capco in connection with the Merger. Java Capital is acting as South African sponsor to Capco. Barclays, BNP Paribas and HSBC are original lenders under a Loan Facility Agreement with Capco, and have provided financial advice to Capco in relation to the Merger.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or issue, or any solicitation of an offer to purchase, subscribe for or otherwise acquire, or the solicitation of any offer to dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities of Capco or Shaftesbury pursuant to the Merger in any jurisdiction in contravention of applicable laws. The Merger will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Merger is to be implemented by means of a Takeover Offer, the Offer Document).

This announcement does not constitute a prospectus or a prospectus equivalent document.

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