TIDM48QZ
RNS Number : 4474S
Shaftesbury Carnaby PLC
09 March 2023
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to the action you should take, you
should consult your own broker, bank manager, solicitor, accountant
or other appropriately authorised independent financial, tax or
legal adviser immediately.
CHANGE OF CONTROL PUT EVENT NOTICE
TO THE BONDHOLDERS OF
GBP285,000,000 2.487 PER CENT. GUARANTEED FIRST MORTGAGE BONDS
DUE 2031
guaranteed by
SHAFTESBURY PLC
issued by
SHAFTESBURY CARNABY PLC
ISIN: XS1493395070, Common Code: 149339507 (the "Bonds")
9 March 2023
Reference is made to the GBP285,000,000 2.487 per cent.
Guaranteed First Mortgage Bonds due 2031 guaranteed by Shaftesbury
PLC (the "Guarantor") issued by Shaftesbury Carnaby plc as issuer
(the "Issuer") and constituted pursuant to a trust deed dated 7
October 2016 between the Issuer, the Guarantor and M&G Trustee
Company Limited (formerly Prudential Trustee Company Limited) (the
"Trustee") (as amended, restated, supplemented, extended, renewed,
replaced or otherwise modified from time to time, the "Trust
Deed").
Unless otherwise specified, capitalised terms used and not
defined herein shall have the meanings given to such terms in the
Trust Deed.
Pursuant to Condition 8.4 (Redemption at the option of the
Bondholder), the Issuer hereby notifies all Bondholders of the
occurrence of a Change of Control Put Event under the Bonds (this
notice being the "Change of Control Put Event Notice") as a result
of the consummation on 6 March 2023 of the recommended all-share
merger of the Guarantor and Capital & Counties Properties PLC
("Capco") (the "Merger"). The Merger was effected by means of a
Court-sanctioned scheme of arrangement of the Guarantor under Part
26 of the Companies Act 2006 in accordance with the scheme document
sent to shareholders of the Guarantor on 7 July 2022, resulting in
the Capco group owning 100 per cent. of the issued share capital of
the Guarantor.
As a result of the Change of Control Put Event, each Bondholder
has the option to require the Issuer to redeem (or, at the Issuer's
option, purchase or procure the purchase of) its Bond by exercising
the Change of Control Put Option as described below, within the
period of thirty (30) calendar days after the date of this Change
of Control Put Event Notice (the "Change of Control Put Period") at
its nominal amount together with interest accrued to (but
excluding) the Change of Control Put Date (as defined below). The
Change of Control Put Period shall begin on 9 March 2023 and end on
8 April 2023.
If a Bondholder has exercised its Change of Control Put Option
within the Change of Control Put Period, the Issuer shall redeem
such Bonds on 17 April 2023 (the "Change of Control Put Date").
Exercise of Change of Control Put Option
The Change of Control Put Option may be exercised by notice
("Electronic Notice") to Elavon Financial Services DAC, UK Branch
(the "Principal Paying Agent") in accordance with the procedures of
Euroclear Bank S.A./N.V. or Clearstream Banking S.A., as applicable
(each a "Clearing System" and together, the "Clearing Systems").
Each Electronic Notice shall be irrevocable and must state the
nominal amount of Bonds in respect of which the option is being
exercised.
Bondholders should note that only direct participants in the
Clearing Systems ("Accountholders") may submit Electronic Notices.
Each Bondholder who is not an Accountholder must arrange for the
Accountholder through which it holds its Bonds to submit an
Electronic Notice on its behalf to the relevant Clearing System for
delivery to the Principal Paying Agent. Accordingly, the
Accountholders must ensure that:
(a) they give Electronic Notice to the relevant Clearing System
(in accordance with its procedures). By submitting or delivering an
Electronic Notice through the Clearing Systems, Accountholders will
be deemed to authorise the relevant Clearing System to disclose the
identity and holdings of the Accountholders and of the beneficial
owners of the Bonds (the "Beneficial Owners") to the Issuer, the
Guarantor, the Trustee and the Agents; and
(b) the relevant Clearing System has received irrevocable
instructions (with which such Accountholders have complied) to
block the Bonds in the securities account to which they are
credited from and including the day on which the Electronic Notice
is delivered to the relevant Clearing System so that no further
transfers may be effected in relation to such Bonds. Bonds should
be blocked in accordance with the relevant procedures of the
relevant Clearing System and the deadlines required by such
Clearing System.
Bondholders should confirm any deadlines with their respective
custodians to ensure that they notify their respective custodian of
the exercise of the Change of Control Put Option by such time which
will enable the custodian to submit an Electronic Notice on its
behalf to the relevant Clearing System for delivery to the
Principal Paying Agent before the expiry of the Change of Control
Put Period. Further procedural deadlines may exist.
Beneficial Owners who wish to exercise the Change of Control Put
Option, and who are not direct participants in the Clearing Systems
must contact their broker, dealer, bank, custodian, trust company
or other nominee to arrange for the Accountholders in the relevant
Clearing System through which they hold Bonds to deliver an
Electronic Notice in accordance with the requirements of such
Clearing System and procure that the Bonds are blocked in
accordance with the normal procedures of such Clearing System and
the deadlines imposed by such Clearing System.
The contents of this Change of Control Put Event Notice have not
been formulated by the Trustee and (i) the Trustee expresses no
opinions on the merits (or otherwise) on the contents of this
Change of Control Put Event Notice or the Merger and (ii) nothing
in this Change of Control Put Event Notice or otherwise should be
construed as a recommendation to any Bondholder from the Trustee to
exercise or not exercise its Change of Control Put Option.
The Bondholders should consult their own independent legal,
regulatory, tax, business, investment, accounting and/or financial
advisers to the extent that they consider necessary and conduct
such due diligence as they consider necessary or appropriate for
the purposes of considering whether to exercise the Change of
Control Put Option.
This Change of Control Put Event Notice shall be governed by and
construed in accordance with the laws of England and Wales.
This Change of Control Put Event Notice is given by the Issuer
on 9 March 2023.
Shaftesbury Carnaby Plc
22 Ganton Street
London W1F 7FD
United Kingdom
Enquiries
Shaftesbury Carnaby PLC
Graham Keer - Group Treasurer
Telephone: +44 20 3214 9150
Alastair Deutsch - Director of Finance
Telephone: +44 20 7333 8118
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END
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