Capital unties Properties : Response to possible cash offer for the Company

PRESS RELEASE

21 October 2019

LEI: 549300TTXXZ1SHUI0D54

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

CAPITAL & COUNTIES PROPERTIES PLC ('Capco')

Response to possible cash offer for the Company

The Board of Capco has noted the announcement by Candy Ventures that it is in the early stages of considering a possible cash offer for the Company. At this stage there has been no approach made to the Company by Candy Ventures or any other party.

The Board has full confidence in the Company's strategy and management to continue to deliver significant shareholder value. The Company is well advanced in executing the separation of its two prime central London estates Covent Garden and Earls Court.

On 20 October 2019, the Company entered into a short period of exclusivity with an entity established by Delancey, on behalf of its client fund and APG, in relation to the possible sale of Earls Court. The Board continues to focus on maximising shareholder value.

At this stage the Board recommends shareholders take no action. A further announcement will be made when appropriate.

-END-

Enquiries

Capital & Counties Properties PLC

Ian Hawksworth	Chief Executive	[phone]
Situl Jobanputra	Chief Financial Officer	[phone]
Sarah Corbett	Head of Investor Relations	[phone]

Media enquiries

Sarah Hagan	Director of Communications	[phone]
UK: Tulchan	Jessica Reid	[phone]
Hudsen Sandler	Michael Sandler	[phone]
SA: Instinctif	Frederic Cornet	[phone]

Rothschild & Co (Financial Adviser)

Alex Midgen 020 7280 5000

Peter Everest 020 7280 5000

BofA Merrill Lynch (Financial Adviser and Corporate Broker)

Simon Mackenzie Smith 020 7628 1000

Ed Peel 020 7628 1000

UBS (Financial Adviser and Corporate Broker)

Hew Glyn Davies 020 7567 8000

Jonathan Retter 020 7567 8000

Person responsible

The person responsible for arranging the release of this announcement is Ruth Pavey, Company Secretary.

In accordance with Rule 2.6(a) of the Code, Candy Ventures is required, by not later than 5.00 p.m. on 18 November 2019, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

Notes to Editors

About Capital & Counties Properties PLC (Capco)

Capital & Counties Properties PLC is one of the largest investment and development property companies that specialises in central London real estate and is a constituent of the FTSE-250 Index. Capco's landmark London estates at Covent Garden and Earls Court were valued at £3.2 billion as at 30 June 2019 (Group share). The company is listed on the London Stock Exchange and the Johannesburg Stock Exchange.

www.capitalandcounties.com

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website atwww.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) atwww.capitalandcounties.comby no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Capco confirms that as at the close of business on 18 October 2019 its issued share capital consisted of 854,083,490 ordinary shares of 25p pence each. The International Securities Identification Number for Capco's ordinary shares is GB00B62G9D36.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Capco who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Capco who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.

Notice related to financial advisers

N.M. Rothschild & Sons Limited ('Rothschild & Co'), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Capco and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Capco for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Merrill Lynch International ('BofA Merrill Lynch'), a subsidiary of Bank of America Corporation, is acting exclusively for Capco in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Capco for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.

UBS AG London Branch ('UBS') is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the UK. UBS AG London Branch is acting as financial adviser to Capco and no one else in connection with the matters set out in this announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.