Posting of Tender Offer Document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW

POSTING OF TENDER OFFER DOCUMENT

20 July 2015

On 13 July 2015, Orosi (UK) Ltd and PEL (UK) Ltd (entities ultimately beneficially owned by Mr Samuel Tak Lee, together such entities being the "Lee Family Investors") announced their intention to acquire up to 25,868,852 ordinary shares in Shaftesbury PLC ("Shaftesbury"), representing up to approximately 9.3 per cent. of the issued share capital of Shaftesbury, including by way of a tender offer at a price of 888 pence per share (the "Tender Offer").

The Lee Family Investors are pleased to announce that the document containing (among other things) the full terms of, and conditions to, the Tender Offer and the procedures for tendering (the "Tender Offer Document") is being posted by the Lee Family Investors today together with the accompanying Tender Form to the holders of ordinary shares in Shaftesbury.

Further copies of the Tender Offer Document and Tender Form may be obtained on request from Computershare, Corporate Actions Projects, Bristol, BS99 6AH.

The Tender Offer will remain open until 1.00 p.m. on 10 August 2015. The Tender Offer will only be available to Shaftesbury Shareholders who are on the Register at 5.00 p.m. on 5 August 2015 (the ''Record Date'') and in respect of the number of Shaftesbury Shares held by such Shaftesbury Shareholders as at the Record Date.

Defined terms used but not defined in this announcement have the meanings set out in the Tender Offer Document.

1 Procedure for Tendering

To take up the Tender Offer:

(a) Shaftesbury Shareholders who hold Shaftesbury Shares in uncertificated form i.e. in CREST, must follow the procedure set out in paragraph 2 below; and

(b) Shaftesbury Shareholders who hold Shaftesbury Shares in certificated form must complete and return the Tender Form in accordance with the instructions set out in paragraphs 3 and 4 below and the instructions printed on the Tender Form. The below instructions should be read together with the notes on the Tender Form.

If you hold Shaftesbury Shares in both certificated and uncertificated forms, you should complete a Tender Form in respect of the Shaftesbury Shares held in certificated form and send a TTE Instruction in respect of the Shaftesbury Shares held in uncertificated form.

2 Shaftesbury Shares held in uncertificated form (i.e. in CREST)

If the Shaftesbury Shares which you wish to tender are held in uncertificated form, you must take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Shaftesbury Shares which you wish to Tender under the Tender Offer to an escrow balance, specifying Computershare, (in its capacity as a CREST receiving agent under its participant ID 8RA21 and member account RITLEE01 referred to below) as the Escrow Agent, as soon as possible and in any event so that the transfer to escrow settles by not later than the Closing Date. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participant ID and the member account ID under which your Shaftesbury Shares are held. In addition, only your CREST sponsor will be able to send the TTE Instruction to Euroclear in relation to the Shaftesbury Shares which you wish to tender.

You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear which must be properly authenticated in accordance with Euroclear's specifications and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:

· the number of Shaftesbury Shares to be transferred to an escrow balance;

· your member account ID;

· your participant ID;

· the participant ID of the Escrow Agent, this is: 8RA21;

· the member account ID of the Escrow Agent, this is: RITLEE01;

· the corporate action number for the Tender Offer. This is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST;

· a contact name and telephone number inserted in the shared note field;

· the intended settlement date. This should be as soon as possible and, in any event, not later than the Closing Date;

· the Corporate Action ISIN. This is GB0007990962; and

· input with standard TTE Instruction of priority 80.

By sending a TTE Instruction you irrevocably authorise and instruct Computershare to undertake all necessary steps and actions in order to complete and settle your acceptance of the Tender Offer on your behalf.

After settlement of the TTE Instruction, you will not be able to access the Shaftesbury Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Escrow Agent for the Tender Offer until completion or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, Computershare will transfer the Shaftesbury Shares which are accepted by The Lee Family Investors to itself for onward transfer to The Lee Family Investors.

You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.

You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Shaftesbury Shares to settle prior to the Closing Date. In this connection you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. You are reminded that the Tender Offer closes at 1.00 p.m. on 10 August 2015, the Closing Date. The Tender Offer will only be available to Shaftesbury Shareholders who are on the Register at 5.00 p.m. on 5 August 2015 and in respect of the number of Shaftesbury Shares held by such Shaftesbury Shareholders as at that date.

An appropriate announcement will be made if any of the details contained in this paragraph are altered for any reason.

3 Shaftesbury Shares held in certificated form

Shaftesbury Shareholders who hold Shaftesbury Shares in certificated form wishing to tender

Shaftesbury Shares should complete and return the Tender Form. The completed and signed Tender Form should be sent either by post to Computershare, Corporate Actions Projects, Bristol, BS99 6AH, or by hand during normal business hours only to Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible, and in any event, so as to be received not later than the Closing Date. No Tenders received after that time will be accepted. No acknowledgement or receipt of documents will be given. Any Tender Form received in an envelope postmarked in any Restricted Jurisdiction or otherwise appearing to the directors of The Lee Family Investors or their agents to have been sent from Restricted Jurisdictions may be rejected as an invalid tender. For further information on Overseas Shareholders, see the section headed ''Overseas Shareholders'' below.

The completed and signed Tender Form should be accompanied by the relevant share certificate(s) and/or other document(s) of title.

If your share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by Computershare as soon as possible, and in any event, so as to be received not later than the Closing Date together with any share certificate(s) and/or document(s) of title that you may have available.

In respect of those Shaftesbury Shares for which your certificate(s) is/are unavailable, you should complete a letter of indemnity, which can be obtained by writing to Shaftesbury's registrar, Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA. This indemnity should be returned with the Tender Form as described above so as to be received by Computershare, as soon as possible, and in any event, so as to be received not later than the Closing Date.

4 Deposits of Shaftesbury Shares into, and withdrawals of Shaftesbury Shares from, CREST

Normal CREST procedures (including timings) apply in relation to any Shaftesbury Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Shaftesbury Shares or otherwise). Shaftesbury Shareholders who elect to convert any such Shaftesbury Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Shaftesbury Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of share certificates and/or other documents of title or transfers to an escrow balance as described above) prior to the Closing Date.

You are advised to read this document carefully. If you have any queries please contact Computershare on 0330 303 1171 or, if telephoning from outside the UK, on +44 (0)330 303 1171. Calls to the Computershare +44 (0)330 303 1171 number from outside the UK are charged at applicable international rates. Calls from landline providers typically cost up to 9p per minute. From mobile networks calls cost between 8p and 40p per minute. Calls may be recorded and randomly monitored for security and training purposes. Lines are open from 8.30 a.m. until 5.30 p.m. (London time) Monday to Friday (excluding UK public holidays). The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice. Shaftesbury Shareholders should note that once tendered pursuant to the Tender Offer, Shaftesbury Shares may not be sold, transferred charged or otherwise disposed of.

5 Settlement

Settlement of the consideration to which any Shaftesbury Shareholder is entitled pursuant to valid tenders accepted by The Lee Family Investors will be made on 17 August 2015 (or such later date as The Lee Family Investors in their sole discretion may reasonably determine is necessary to enable The Lee Family Investors to verify that any relevant Tender Form is valid), as follows:

(i) Shaftesbury Shares held in uncertificated form i.e. in CREST

Where an accepted Tender relates to Shaftesbury Shares held in uncertificated form, the consideration due will be paid by means of a CREST payment in favour of the tendering Shaftesbury Shareholder's payment bank in accordance with the CREST payment arrangements.

(ii) Shaftesbury Shares held in certificated form

Where an accepted Tender relates to Shaftesbury Shares held in certificated form, cheques for the consideration due will be dispatched by Computershare by first class post to the Shaftesbury Shareholder(s) or agent whose name and address (outside Australia, Canada, Japan and the United States) is set out in Box 1 (or, if relevant, Box 3) of the Tender Form or, if none is set out, to the registered address of the tendering Shaftesbury Shareholder or, in the case of joint holders, the address of the first named. All payments will be made in pounds sterling by cheque drawn on a branch of a UK clearing bank.

In accordance with the City Code on Takeovers and Mergers, details of the terms of the Tender Offer have also been set out in formal advertisements published on the date of this announcement in The Financial Times and The Times.

Enquiries:

HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, has approved this announcement for the purposes of Section 21 of the Financial Services and Markets Act 2000. HSBC Bank plc is listed on the Financial Services Register with the registration number 114216. HSBC Bank plc is a company incorporated under the laws of England and Wales and has its registered office at 8 Canada Square, London E14 5HQ.

HSBC Bank plc is acting for The Lee Family Investors in relation to the Tender Offer and is not acting for or advising any other person or treating any other person as its customer in relation to such transaction and will not be responsible to any other person for providing the protections afforded to customers of HSBC Bank plc.