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Herbert Smith Freehills advises Capital & Counties on £3.5 billion all share merger with Shaftesbury

16 June 2022 | London
Deals and cases


Herbert Smith Freehills has advised long-standing client Capital & Counties Properties PLC (Capco) on its recommended all share merger with Shaftesbury PLC (Shaftesbury), bringing together two of London's largest landlords to create a leading mixed-use central London REIT. 

One of the largest public M&A deals announced this year, the combined group's portfolio is valued at approximately £5 billion and includes high-profile destinations across London's West End such as Covent Garden, Carnaby Street, Chinatown and Soho.  

The merger will be implemented by way of a scheme of arrangement of Shaftesbury under Part 26 of the Companies Act, which, together with the existing Capco shareholding, will result in the Capco Group owning 100% of the issued and to be issued share capital of Shaftesbury on completion. As a result of the merger, Shaftesbury shareholders (other than the holders of the existing Capco shareholding) will own 53% and Capco shareholders 47% of the combined group, respectively. 

The Herbert Smith Freehills team was led by the London Corporate M&A and ECM teams comprising partners Alex Kay, Heidi Gallagher, Stephen Wilkinson, Michael Jacobs and senior associate Sarah Ries-Coward, alongside associates Adam Goddard, Natassja Moczarski, Cassie Ayre and Stephanie Notice, and trainee solicitor Rupert Swallow.

Commenting on the deal, Corporate partner Alex Kay said: "We are pleased to have supported Capco on this significant transaction involving multiple layers of complexity that required skilled navigation by all parties. It truly showcases the firm's strengths in the real estate sector and our market-leading public takeovers practice. It is extremely exciting to help put together a merger involving such iconic estates."

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