Shaftesbury PLC (LSE:SHB) agreed to acquire Capital & Counties Properties PLC (LSE:CAPC) for approximately £1.5 billion in a reverse merger transaction on June 16, 2022. Under the terms, 3.356 New Capco Shares will be issued for each Shaftesbury Share held. Post acquisition, Combined Group will be called Shaftesbury Capital PLC. As a result of the Merger, Shaftesbury Shareholders (other than the holders of the Existing Capco Shareholding) will own 53% of the Combined Group and Capco Shareholders will own 47% of the Combined Group. Senior executives at Capco and Shaftesbury will receive shares worth £12.7 million of which Capco's leaders will share £7.4 million, with Ian Hawksworth, who will lead the combined company, receiving 2.35 million shares, currently worth £3.5 million and Situl Jobanputra, the finance director, is in line for £2.3 million. Shaftesbury's senior executives will receive shares worth £5.3 million. Transaction is subject to approval of Shaftesbury shareholders, approval of the Capco Resolutions at the Capco General Meeting, sanction of the Scheme by the Court, Admission and Competition and Markets Authority (CMA). The transaction has been approved by both Capco and Shaftesbury shareholders. As of October 26, 2022 CMA has not yet commenced its Phase 1 review. The CMA is investigating the merger and has decided to investigate this transaction and is inviting comments on the transaction from any interested party till December 2, 2022. As of December 23, 2022, the CMA announced the launch of merger inquiry by notice to the parties and has a deadline of February 22, 2023 for its phase 1 decision. As of February 22, 2023, CMA has cleared the merger. As of March 2, 2023 court has approved the deal. The transaction is expected to close by the end of 2022. The Merger is now expected to become Effective during the first quarter of 2023. As of February 27, 2023, The transaction has expected to close on March 6, 2023.

Alex Midgen and Peter Everest of N M Rothschild & Sons Limited, Hew Glyn Davies and Jonathan Retter of UBS AG, London Branch, Philip Noblet and Ed Matthews of Jefferies International (Holdings) Limited. acted as financial advisor to Capital & Counties Properties PLC. Ed Banks and Wladimir Wallaert of Evercore, Richard Crawley and Jamie Richards of Liberum Capital Limited, Paul Pulze of J.P. Morgan Cazenove Limited and Blackdown Partners Limited acted as financial advisor to Shaftesbury KPMG LLP (United Kingdom) acted as an accountant to Capital & Counties Properties. HSBC is acting as a Joint Financial Adviser, Mandated Lead Arranger and Facility Agent to Capital & Counties Properties PLC on the recommended all-share offer for Shaftesbury PLC. Nicola Evans and Anthony Doolittle of Hogan Lovells acted as legal advisor to Shaftesbury. Alex Kay, Heidi Gallagher, Stephen Wilkinson and Michael Jacobs of Herbert Smith Freehills LLP acted as legal advisor to Capital & Counties. Evercore, Blackdown Partners Limited, N M Rothschild & Sons Limited, UBS AG, London Branch, Jefferies International (Holdings) Limited acted as fairness opinion provider to Shaftesbury PLC. Barclays Capital PLC acted as financial advisor to Capco in relation to the Merger.