Form 8.5 (EPT/NON-RI) - SHAFTESBURY PLC Amendment

FORM 8.5 (EPT/NON-RI) Amendment to Purchase

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS

(OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

1.

KEY INFORMATION

(a)

Name of exempt principal trader:

BARCLAYS CAPITAL SECURITIES LTD

(b)

Name of offeror/offeree in relation to whose

SHAFTESBURY PLC

relevant securities this form relates:

(c)

Name of the party to the offer with which exempt

Capital & Counties Properties plc

principal trader is connected

(d)

Date position held/dealing undertaken:

14 February 2023

(e)

In addition to the company in 1(b) above, is the exempt principal

YES:

trader making disclosures in respect of any other party to the offer?

CAPITAL & COUNTIES PROPERTIES PLC

2.

POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(a)

Interests and short positions in the relevant securities of the offeror or offeree

to which the disclosure relates following the dealing (if any)

Class of relevant security:

25p ordinary

Interests

Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

and/or controlled:

1,505,734

0.39%

861,370

0.22%

(2)

Cash-settled derivatives:

611,460

0.16%

1,362,833

0.35%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

165,781

0.04%

0

0.00%

TOTAL:

2,282,975

0.59%

2,224,203

0.58%

(b)

Rights to subscribe for new securities (including directors and other executive

options)

Class of relevant security in relation to

which subscription right exists

Details, including nature of the rights

concerned and relevant percentages:

3.

DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a)

Purchases and sales

Class of relevant

Purchase/sale

Total number of

Highest price per unit

Lowest price per unit

security

securities

paid/received

paid/received

25p ordinary

Purchase

181,412

4.2880 GBP

4.2 GBP

25p ordinary

Sale

186,860

4.2880 GBP

4.2 GBP

(b)

Cash-settled derivative transactions

Class of

Product

Nature of dealing

Number of

Price per

relevant

description

reference

unit

security

securities

25p ordinary

 SWAP

Decreasing Short

1

4.2480 GBP

25p ordinary

 SWAP

Decreasing Short

2

4.2500 GBP

25p ordinary

 CFD

Decreasing Short

12

4.2250 GBP

25p ordinary

 SWAP

Decreasing Short

149

4.2560 GBP

25p ordinary

 SWAP

Decreasing Short

152

4.2492 GBP

25p ordinary

 SWAP

Decreasing Short

347

4.2060 GBP

25p ordinary

 SWAP

Decreasing Short

352

4.2650 GBP

25p ordinary

 SWAP

Decreasing Short

519

4.2000 GBP

25p ordinary

 SWAP

Decreasing Short

647

4.2720 GBP

25p ordinary

 SWAP

Decreasing Short

1,641

4.2879 GBP

25p ordinary

 SWAP

Decreasing Short

2,234

4.2366 GBP

25p ordinary

 SWAP

Decreasing Short

2,253

4.2424 GBP

25p ordinary

 CFD

Decreasing Short

2,574

4.2329 GBP

25p ordinary

 SWAP

Decreasing Short

3,219

4.2706 GBP

25p ordinary

 SWAP

Decreasing Short

3,272

4.2514 GBP

25p ordinary

 CFD

Decreasing Short

4,853

4.2530 GBP

25p ordinary

 SWAP

Decreasing Short

5,070

4.2455 GBP

25p ordinary

 SWAP

Decreasing Short

5,320

4.2880 GBP

25p ordinary

 CFD

Decreasing Short

6,939

4.2876 GBP

25p ordinary

 SWAP

Decreasing Short

8,773

4.2821 GBP

25p ordinary

 SWAP

Decreasing Short

10,832

4.2488 GBP

25p ordinary

 SWAP

Increasing Long

4,191

4.2434 GBP

25p ordinary

 SWAP

Increasing Short

16,885

4.2446 GBP

25p ordinary

 SWAP

Increasing Short

43,321

4.2485 GBP

25p ordinary

 SWAP

Opening Long

348

4.2491 GBP

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class

Product

Writing,

Number

Exercise

Type

Expiry

Option

of

description

purchasing,

of

price

date

money

relevant

selling,

securities

per unit

paid/

security

varying etc

to which

received

option

per unit

relates

25p ordinary

Convertible Bond

Long

248670.8

n/a

n/a

30-Mar-26

89.25 GBP

25p ordinary

Convertible Bond

Short

207225.7

n/a

n/a

30-Mar-26

89.85 GBP

(ii)

Exercising

Class of relevant

Product description

Exercising/ exercised against

Number of

Exercise price per

security

securities

unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant

Nature of Dealings

Details

Price per unit (if

security

applicable)

4.

OTHER INFORMATION

(a)

Indemnity and other dealings 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 exempt principal trader making the disclosure and any party

to the offer or any person acting in concert with a party to the offer:

NONE

(b)

Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between

the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights of future acquisition or disposal of any relevant securities to which

any derivative is referenced:

NONE

(c)

Attachments

Is a Supplemental Form 8 (Open Positions) attached?

Yes

Date of disclosure:

23 Feb 2023

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO

PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

1

KEY INFORMATION

Identity of the person whose positions/dealings

BARCLAYS CAPITAL SECURITIES LTD

are being disclosed:

Name of offeror/offeree in relation to whose

SHAFTESBURY PLC

relevant securities this from relates:

2

OPTIONS AND DERIVATIVES

Class

Product

Writing,

Number

Exercise

Type

Expiry

of

description

purchasing,

of

price

date

relevant

selling,

securities

per unit

security

varying etc

to which

option

relates

25p ordinary

Exchangeable Bond

Long

165,781

n/a

n/a

30-Mar-26

3

AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully

understood: