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Herbert Smith Freehills steers Capital & Counties towards successful completion of all share merger with Shaftesbury to create Shaftesbury Capital

10 March 2023 | UK
Deals and cases


Herbert Smith Freehills has supported Capital & Counties Properties PLC (Capco) in reaching successful completion of its all share merger with Shaftesbury PLC, bringing together some of London's most iconic destinations in the West End to create an estate valued at £5 billion. These world-renowned destinations include, among others, Covent Garden, Carnaby Street, Chinatown and Soho.

One of the most complex and high-profile public M&A deals of 2022, the transaction completed on 6 March 2023 following shareholder approval from both parties in July 2022 and unconditional clearance from the Competition and Markets Authority on 22 February 2023 after its Phase 1 review. With effect from completion, Capco has been renamed Shaftesbury Capital PLC.

The transaction was one of very few reverse takeovers and one of the largest takeovers which required a prospectus and circular in recent years. It involved a court-approved scheme of arrangement between Shaftesbury and its shareholders, Class 1 shareholder approval as well as various other complex considerations under the UK’s Takeover Code and Listing Rules.

Herbert Smith Freehills was instrumental in ensuring that Capco could execute on the transaction and led on all aspects of the transaction. This included strategic advice on transaction structuring and planning; arrangement of a £576 million standby facility; transaction documentation relating to the acquisition; the Class 1 circular, prospectus, supplementary prospectus and related sponsor workstreams; London Stock Exchange and Johannesburg Stock Exchange advice; competition and regulatory advice; and advice on shareholder/employee communications including re incentive schemes.

Over 150 lawyers from almost every practice area of the firm worked closely with Capco's team and in particular, with group general counsel Alison Fisher and company secretary Ruth Pavey.

The team was led by Corporate partner Alex Kay working with Corporate partners Heidi Gallagher, Stephen Wilkinson and Michael Jacobs, supported by senior associate Sarah Ries-Coward and associates Adam Goddard, Natassja Moczarski, Cassie Ayre and Stephanie Notice.

The wider team included specialist partners Susan Black and Daniel Vowden (Antitrust), Kristen Roberts, Amy Geddes and Jake Jackaman (Finance), Mark Ife (Incentives), Julian Pollock (Real Estate), Christine Young (Employment), Howard Murray, Josh Lom and Will Arrenberg (Tax) and Rudolph du Plessis and Huneiza Goolam (South Africa law).  

Shaftesbury PLC was advised by Hogan Lovells (Nicola Evans and Anthony Doolittle).

Commenting on the successful outcome of the deal, Alex Kay said:

"We are delighted to have supported Capco through to completion of what was an extremely complex transaction. We were able to execute on all workstreams drawing on expertise across the firm to develop some novel structuring solutions and navigating the antitrust process. All this speaks to our deep Real Estate sector knowledge, in antitrust in particular and market-leading capabilities in public takeovers."

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