Capital unties Properties : Form 8 (OPD) Capco amended

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')

AMENDMENT - CHANGE TO SECTION 3C

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 None

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:	[phone]

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 [phone].

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.