SHB.L Regulatory News (SHB)

Pricing Notice

Shaftesbury refers to the Stock Redemption Notice dated 13 September 2016 (the "Stock Redemption Notice"), in which Shaftesbury notified Stockholders of the redemption in full of the Stock to be effected by (i) in the case of Eligible Stock, exchanging that Eligible Stock for new sterling-denominated First Mortgage Bonds, and/or (ii) in the case of Non-Eligible Stock, payment of a Cash Alternative, being an amount in pound sterling equal to the Stock Redemption Amount payable for such Stock (the "Stock Redemption").

Shaftesbury hereby announces that it has today priced the First Mortgage Bonds with a total aggregate principal amount of £285,000,000 (two hundred and eighty five million pounds Sterling) and a maturity date of 30 September 2031. Accordingly, this is the Pricing Notice referred to in the Stock Redemption Notice. Stockholders are advised as follows:

(a) the coupon on the First Mortgage Bonds will be 2.487 per cent. per annum;

(b) the New Issue Yield is 2.487 per cent., being the sum of 0.987 per cent. (the mid-market yield on the Pricing Date of the 4.75 per cent. UK Treasury Gilt due December 2030) and the New Issue Spread;

(c) the New Issue Spread is 1.500 per cent.;

(d) the Stock Redemption Price is 151.011 per cent.;

(e) the Exchange Ratio is 1.51011, being the Stock Redemption Price divided by the New Issue Price of 100.000 per cent.;

(f) the aggregate Stock Redemption Amount is £92,189,419 (ninety two million, one hundred and eighty nine thousand, four hundred and nineteen pounds Sterling); and

(g) the Stock Redemption Date will be 7 October 2016.

The Stock Redemption Notice remains conditional on Shaftesbury having delivered the Confirmation of Issue to the Trustee on or before the Stock Redemption Date. If this condition is not satisfied, the Stock will not be redeemed and the issue of First Mortgage Bonds will not proceed.

Stockholders who hold their Stock in certificated form are reminded that they are required to surrender their Stock certificate to the Registrar at the address given at the end of this Pricing Notice in order to receive the Cash Alternative. No payment of the Cash Alternative can be made to any Stockholder who holds Stock in certificated form until it has surrendered its Stock certificate to the Registrar.

For further information, Holders of the Stock should refer to the Stock Redemption Notice. Requests from Holders for copies of the Stock Redemption Notice should be directed to Shaftesbury at shaftesbury@shaftesbury.co.uk. Capitalised terms used in this announcement but not defined have the meanings given to them in the Stock Redemption Notice.

IDCM Limited and Lloyds Bank plc have acted as managers in respect of the issue of the First Mortgage Bonds. Questions and requests for assistance with regard to the First Mortgage Bonds may be directed to IDCM Limited at the contact below.

29 September 2016

About Shaftesbury

Shaftesbury PLC is a Real Estate Investment Trust, which owns a unique real estate portfolio extending to 14 acres in the heart of London's West End - a highly popular, sought-after and prosperous destination for visitors and businesses. Our holdings are concentrated in Carnaby, Covent Garden, Chinatown, Soho and Charlotte Street.

Our objective is to deliver long-term growth in rental income, capital values and shareholder returns.

We focus on retail, restaurants and leisure in the liveliest parts of the West End. Our portfolio comprises nearly 600 shops, restaurants, cafés and pubs, extending to 1 million sq. ft., and accounting for 70 per cent. of our current income. In our locations these uses have a long record of occupier demand exceeding their availability. The portfolio also includes circa. 400,000 sq. ft. of offices and 542 apartments for rent, which provide 17 per cent. and 13 per cent., respectively, of our current income.

In addition, we have a 50 per cent. interest in the Longmartin joint venture with The Mercers' Company, which has a long leasehold interest in St Martin's Courtyard in Covent Garden. Extending to 1.9 acres, it includes 21 shops, ten restaurants and cafés, 102,000 sq. ft. of offices and 75 apartments.

Our proven management strategy is to create and foster distinctive, attractive and prosperous locations. Its implementation is supported by an experienced management team with an innovative approach to long-term, sustainable income and value creation, and a focus on shareholder returns. We have a strong balance sheet with modest leverage.

Forward-looking statements

This document may contain certain 'forward-looking' statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual outcomes and results may differ materially from any outcomes or results expressed or implied by such forward-looking statements.

Any forward-looking statements made by, or on behalf of, Shaftesbury PLC speak only as of the date they are made and no representation or warranty is given in relation to them, including as to their completeness or accuracy or the basis on which they were prepared. Shaftesbury PLC does not undertake to update forward-looking statements to reflect any changes in its expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Information contained in this document relating to Shaftesbury PLC or its share price, or the yield on its shares, should not be relied upon as an indicator of future performance.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE STOCK OR FIRST MORTGAGE BONDS DESCRIBED HEREIN.

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA. 

THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED, TAKEN OR TRANSMITTED IN OR INTO THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS OR TO U.S. PERSONS, OR IN OR INTO ANY OTHER JURISDICTION IN WHICH TO DO SO WOULD BE UNLAWFUL AND ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

THIS ANNOUNCEMENT IS ONLY DIRECTED AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM OR (II) THOSE PERSONS WHO ARE EXISTING MEMBERS OR CREDITORS OF THE COMPANY OR OTHER PERSONS WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (III) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (IV) HIGH NET WORTH COMPANIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS IN (I), (II), (III) AND (IV) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS") AND MUST NOT BE ACTED ON OR RELIED UPON BY PERSONS OTHER THAN RELEVANT PERSONS. FOR ANY PERSON VIEWING THIS ANNOUNCEMENT WHO IS NOT A RELEVANT PERSON, THIS ANNOUNCEMENT IS PUBLISHED FOR INFORMATION PURPOSES ONLY.

The Trustee has not verified, and accepts no responsibility for, the accuracy or completeness of any of the information or factual statements contained in this Pricing Notice or any other documents referred to in this Pricing Notice or for any failure by Shaftesbury to disclose facts or events that may affect the significance or accuracy of such information or the terms of the redemption of the Stock referred to herein.