Shaftesbury Capital PLC GBP 275,000,000
2.00 per cent.
Secured Exchangeable Bonds due
2026
exchangeable into ordinary shares of
Shaftesbury Capital PLC
(ISIN: XS2262952679) (the
"Bonds")
Notice to Bondholders
As a result of the recent declaration by
Shaftesbury Capital PLC (the "Issuer") of a final dividend of GBP
0.0165 per Shaftesbury Capital Share (a "Cash Dividend"), which is scheduled to
be paid to holders of Shaftesbury Capital Shares on 31 May 2024,
the Issuer hereby notifies Bondholders that payment of such Cash
Dividend will result in the occurrence of a Capital Distribution in
accordance with the definition thereof in the terms and conditions
of the Bonds (the "Conditions"), given the Cash Dividend
in respect of a Unit of Equity Shares amounts to GBP 770.104665 and
is therefore above the Reference Amount of GBP 695.265 in respect
of the Relevant Period.
The Issuer hereby also notifies Bondholders of
its decision not to issue a Purchase Election Notice and as a
result, the amount of such Capital Distribution will be included as
part of the Exchange Property pursuant to Condition
8(b)(iii).
The adjustment to the Exchange Property arising
as a result of such payment is expected to be effective on 31 May
2024, in accordance with the Conditions.
A further notice to Bondholders will be issued
on or about 31 May 2024, stating the aggregate cash amount that has
been added to the Exchange Property, the total number of
Shaftesbury Capital Shares and aggregate cash amount comprising the
Exchange Property as a result thereof and the resulting Exchange
Property per Bond.
Capitalised terms not otherwise defined in this
notice shall have the meanings given to them in the
Conditions.
The content
of this Notice has not been formulated or negotiated by the Trustee
and nothing in this Notice should be construed as a recommendation
to Bondholders from the Trustee on any matter. Bondholders
should take their own independent legal and financial advice on the
impact or consequences of the matters set out in this Notice. The
Trustee is not responsible for the accuracy, completeness, validity
or correctness of the statements made and documents referred to in
this Notice or any omissions from this Notice.
5 March 2024
Enquiries:
Shaftesbury Capital
PLC
Situl Jobanputra -
Chief Financial Officer
Graham Keer - Group Treasurer
Ruth Pavey - Company Secretary
Telephone: +44 20 3214
9150