NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA (SUBJECT TO CERTAIN LIMITED EXCEPTIONS), AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW  SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE PLACING OR FIRM PLACING. NEITHER THIS COMMUNICATION NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS ONCE PUBLISHED OR DISTRIBUTED ELECTRONICALLY.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).

22 October 2020

SHAFTESBURY PLC

("Shaftesbury", the "Group" or the "Company")

Completion of Bookbuild for Firm Placing and Placing

Further to the announcement earlier today, Shaftesbury PLC is pleased to announce the completion of the Bookbuild for the Firm Placing and Placing.

Defined terms in this announcement shall have the meaning ascribed to them in the Capital Raise Announcement unless otherwise specified.

Pursuant to the Firm Placing and Placing and Open Offer a total of 74,250,000 New Shares will be issued at the Offer Price of 400 pence per New Share (subject to the conditions noted below), raising gross proceeds of £297 million. The Offer Price of 400 pence per New Share represents a discount of 19.7% to the Closing Price of 498 pence per Share on 21 October 2020 (being the last Business Day before the announcement of the Capital Raising).

The New Shares will rank pari passu in all other respects with the Shares currently in issue.

Result of the Firm Placing and the Placing

37,147,884 New Shares ("Firm Placed Shares") have been placed under the Firm Placing. 37,102,116 New Shares ("Placing Shares") have been placed under the Placing, subject to clawback to satisfy valid applications by Qualifying Shareholders under the terms of the Open Offer and Excess Application Facility. The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer.

Open Offer

The Open Offer will open on 23 October 2020 with Qualifying Shareholders having an Open Offer Entitlement of 7 Open Offer Shares for every 58 Existing Shares registered in the name of the relevant Qualifying Shareholder on the Record Date (and so in proportion to any other Existing Shares then held) on the terms and subject to the conditions set out in the Prospectus (and in the case of Qualifying Non-CREST Shareholders, the Application Form which will accompany the Prospectus). Qualifying Shareholders are also being offered the opportunity to subscribe for New Shares in addition to their Open Offer Entitlements under the Excess Application Facility. The Open Offer is expected to close at 11:00 a.m. on 16 November 2020.

Further details on the Open Offer will be included in the Prospectus.

Offer for Subscription

Up to 2,500,000 New Shares are available pursuant to the Offer for Subscription to allow interested parties an opportunity to subscribe for New Shares. The Offer for Subscription will open on 23 October 2020 and the New Shares will be issued at the Offer Price. Any New Shares issued pursuant to the Offer for Subscription will be in addition to the New  Shares issued pursuant to the Firm Placing and Placing and Open Offer. The Offer for Subscription is expected to close at 11:00 a.m. on 16 November 2020.

General Meeting

The Capital Raising is conditional upon, amongst other things, Shareholder approval of the Resolutions at the General Meeting of the Company which is expected to take place at 10.00 a.m. on 17 November 2020 at 22 Ganton Street, Carnaby, London W1F 7FD and on the Underwriting and Sponsor's Agreement becoming, or being declared, unconditional in all respects.

A further announcement will be made in due course confirming the publication of the Prospectus relating to the Capital Raising which will include notice of the General Meeting. Shareholders will receive forms of proxy for voting on the Resolutions to be proposed at the General Meeting.

In light of the COVID-19 outbreak, the Board takes the well-being of the Company's employees and Shareholders very seriously.  The Government has introduced measures to deal with the coronavirus crisis which include guidance on social distancing and restrictions on on-essential travel and public gatherings, which affect the manner in which the General Meeting can be conducted. The Board regrets that, to ensure Shareholder's safety, Shareholders are not permitted to attend the General Meeting in person. As Shareholders will not be attending the General Meeting in person, the Company has set up a dedicated electronic mailbox for shareholders to ask questions of the Board of Directors relating to the business to be conducted at the General Meeting. If the Resolutions are not approved at the General Meeting, the Company will be unable to complete the Capital Raising.

Related Party Transactions

Commitments in respect of the Capital Raising

Capital & Counties Properties PLC ("CapCo")

CapCo is a related party of the Company for the purposes of the Listing Rules as it is a substantial shareholder of the Company which is entitled to exercise, or control the exercise of, 26.3% of the votes able to be cast at general meetings of the Company as at 20 October 2020.

Subject to the terms of the CapCo Undertaking, CapCo has:

·    committed to subscribe for 8,130,008 (and procure that its affiliates subscribe for) New Shares at the Issue Price pursuant to the Firm Placing; and

·      conditionally committed to  subscribe for 8,119,992 New Shares at the Issue Price as a Conditional Placee (subject to such number of Conditional Placing Shares being reduced on a share-for-shares basis in the event that CapCo or any of its affiliates exercises its rights of set-off) in respect of the Placing and Open Offer.

Immediately following completion of the Capital Raising (assuming CapCo does not participate in in the Excess Application Facility or in the Offer for Subscription), CapCo will, assuming that it takes up its Open Offer Entitlements in full (and subject to the clawback referred to above) hold approximately 25.2% of the Enlarged Share Capital (being 96,971,003 Shares, comprising 80,721,003 Existing Shares and 16,250,000 New Shares and assuming full take up under the Offer for Subscription).

Under LR 11.1.10R, the participation in the Firm Placing and Placing and Open Offer by CapCo and its affiliates constitutes a "smaller" related party transaction and as such does not require the approval of independent Shareholders.

Norges Bank ("Norges")

Norges is a related party of the Company for the purposes of the Listing Rules as it is a substantial shareholder of the Company which is entitled to exercise, or control the exercise of, 25.9% of the votes able to be cast at general meetings of the Company as at 20 October 2020.

Subject to the terms of the Norges Undertaking, Norges has:

·      committed to subscribe for 9,628,447 New Shares at the Issue Price pursuant to the Firm Placing; and

·     committed to take up their rights in full and subscribe for 9,616,585 New Shares at the Issue Price pursuant to the Placing and Open Offer

Immediately following completion of the Capital Raising (assuming Norges does not participate in the Excess Application Facility or in the Offer for Subscription), Norges will, assuming that it takes up its Open Offer Entitlements in full, hold approximately 25.8% of the Enlarged Share Capital (being 98,925,310 Shares, comprising 79,680,278 Existing Shares and 19,245,032 New Shares and assuming full take up under the Offer for Subscription).

The issue of such New Shares to Norges is a transaction of sufficient size to require Shareholder approval under chapter 11 of the Listing Rules, which will be sought at the General Meeting. Any New Shares issued to Norges as a result of it taking up its Open Offer Entitlements are exempt from the rules regarding related party transactions under chapter 11 of the Listing Rules. Norges is not entitled to vote, and has undertaken to take all reasonable steps to ensure that it and its associates will abstain from voting, on the resolution to approve its own related party transaction at the General Meeting.

The agreement of each of CapCo and Norges to participate in the Capital Raising is subject to the terms of their respective undertakings.

Directors

Each Director is a related party of the Company for the purposes of the Listing Rules. Any New Shares issued to the Directors as a result of them taking up their Open Offer Entitlements are exempt from the rules regarding related party transaction under chapter 11 of the Listing Rules. The Directors  have undertaken on behalf of themselves (or, where applicable, their persons closely associated (as defined in the Market Abuse Regulation (EU) No 596/2014) to subscribe for 76,960 New Shares in aggregate at the Issue Price for the total amount of £307,843.

A prospectus will be published by Shaftesbury and sent to Shareholders (the "Prospectus") and a copy of will be available on the Company's website at www.shaftesbury.co.uk.

For more information, please contact:

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a prospectus but an advertisement and investors should not acquire any Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the Capital Raising. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for Shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for the  New Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

This announcement is not an offer of securities for sale in the United States. The New Shares, the Application Forms and the Offer for Subscription Application Forms have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, into or within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Shares in the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and authorised and regulated in the United Kingdom by the FCA and the PRA. Liberum Capital Limited ("Liberum" and, together with J.P. Morgan Cazenove, the "Joint Underwriters") is authorised and regulated by the FCA. The Joint Underwriters are not acting for anyone other than the Company and will not be responsible to anyone (whether or not a recipient of this announcement) other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Capital Raising or matters referred to in this announcement.