Tender Offer

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Tender Offer

13 July 2015

Orosi (UK) Ltd and PEL (UK) Ltd (entities ultimately beneficially owned by Mr Samuel Tak Lee, such entities together the "Lee Family Investors") announce that the Lee Family Investors intend 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 Tender Offer price of 888 pence per share represents a premium of 2.1 per cent. over the middle-market quotation of 870 pence at the close of business on 10 July 2015, being the latest practicable date prior to the publication of this announcement.

The Tender Offer will be made by means of a press advertisement and a tender offer document (the "Tender Offer Document") (with accompanying tender form) which is expected to be sent, within seven days of the date of this announcement, to each holder of Shaftesbury Shares (a "Shaftesbury Shareholder") whose name appears on the register of members at the latest practicable date prior to despatch.

At the date of this announcement Orosi (UK) Ltd holds 9,304,620 ordinary shares of 25 pence each in Shaftesbury ("Shaftesbury Shares") and PEL (UK) Ltd holds 1,417,882 Shaftesbury Shares, giving a total of 10,722,502 Shaftesbury Shares. In aggregate, these Shaftesbury Shares represent approximately 3.9 per cent. of the issued share capital of Shaftesbury as at the date of this announcement (based on the latest available public information).

The maximum number of Shaftesbury Shares which may be tendered pursuant to the Tender Offer (the "Tender Shares") will be specified in the Tender Offer Document. The Tender Shares will comprise a total of 25,868,852 Shaftesbury Shares less the amount by which the number of Shaftesbury Shares held by the Lee Family Investors at the date of the Tender Offer Document exceeds the 10,722,502 Shaftesbury Shares held at the date of this announcement. The Tender Shares will comprise a minimum of 2,781,597 Shaftesbury Shares, being 1% of the issued share capital of Shaftesbury as at the date of this announcement. If the Tender Offer were to be accepted in full, the Lee Family Investors would hold approximately 13.2 per cent. of the issued share capital of Shaftesbury.

The Tender Offer will remain open for 21 days following the date the Tender Offer is made (the "Closing Date"). The Tender Offer will only be available to Shaftesbury Shareholders who are on the shareholder register of Shaftesbury on the Closing Date.

The Tender Offer is conditional on the receipt by The Lee Family Investors of tenders totalling not less than such number of Shaftesbury Shares as represents one per cent. of the issued share capital of Shaftesbury on the date the Tender Offer is made. This condition may not be waived. Accordingly, if this condition is not satisfied by the Closing Date, the Tender Offer will be void. Subject to this condition, any tender forms submitted by Shaftesbury Shareholders shall be irrevocable.

If the Tender Offer is oversubscribed such that the aggregate number of tendered Shaftesbury Shares exceeds the number of Tender Shares, tenders will be scaled back pro rata to the number of Shaftesbury Shares tendered.

Shaftesbury Shares successfully tendered will be acquired by The Lee Family Investors fully paid and free from all liens, charges, equitable interests and encumbrances and together with all rights attaching thereto, including the right to all dividends and other distributions declared after the date of the Tender Offer Document and the right to attend and vote at any general meeting of Shaftesbury after the Tender Offer has closed.

Settlement of the consideration to which any Shaftesbury Shareholder is entitled pursuant to valid tenders accepted by The Lee Family Investors will be made in accordance with the terms of the Tender Offer Document.

Together with Mr Samuel Tak Lee, who is the ultimate beneficial owner of such entities, Orosi (UK) Ltd and PEL (UK) Ltd form a concert party for the purposes of the City Code on Takeovers and Mergers.

The availability of the Tender Offer to Shaftesbury Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Shaftesbury Shareholders who are not so resident should inform themselves about and observe such applicable requirements.

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.