Shaftesbury, Capco agree Central-London-focused merger plan
Central London property giants Shaftesbury and Capco said on Thursday that they’re going ahead with their merger plans after months of talks.
The pair have been negotiating for some time to combine their portfolios that cover vast tracts of Covent Garden, Seven Dials, Soho and Carnaby.
The plan is that the merger will be implemented by way of a “scheme of arrangement of Shaftesbury, 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”.
It means Shaftesbury Shareholders (other than the holders of the existing Capco stake in the business) will own 53% of the combined group and Capco shareholders will own 47%. Capco already holds nearly 97 million Shaftesbury Shares, around 25.2% of its issued share capital.
The combined group will be called Shaftesbury Capital on completion.
The firms said that the “merger will bring together two respected real estate companies, located in some of the most iconic parts of London’s West End, with the combined group's portfolio valued at approximately £5 billion, annualised gross income of approximately £165.5 million and an estimated rental value of approximately £218 million as at 31 March”.
The portfolio will comprise around 670 predominantly freehold buildings with 2.9 million square feet of lettable space across roughly 2,000 commercial and residential units. Retail makes up around 35% of this with a value of £1.7 billion.
The companies also said the merged firm “will have a strong balance sheet, improved trading liquidity and an enhanced profile in the capital markets, providing an opportunity to improve its equity rating over time.”
They added that they’re “both committed to delivering positive environmental and social outcomes through long-term responsible stewardship, sustainable use of heritage and period properties, and engagement with residents and other local stakeholders. The combined group has a shared commitment to becoming Net Zero Carbon by 2030. The objective is to become a UK leader in sustainability for heritage and period properties”.
The merged firm will be led by Jonathan Nicholls as non-executive chairman and Ian Hawksworth as chief executive. Situl Jobanputra will be the CFO and Chris Ward will be COO.
An executive committee will be responsible for the day-to-day management comprising the CEO, CFO and COO, plus three others. They’ll be joined by Capco’s Michelle McGrath, responsible for the enlarged Covent Garden portfolio including Capco’s Covent Garden assets, as well as Shaftesbury’s assets in Seven Dials, Opera Quarter and Coliseum.
Also in the group will be Shaftesbury's Andrew Price responsible for the Carnaby, Chinatown, Soho and Fitzrovia portfolios. And Shaftesbury’s Samantha Bain-Mollison will be responsible for leasing.
This means that some longstanding directors are retiring. After 36 years at Shaftesbury, including 11 years as CEO, Brian Bickell is stepping down. Executive directors Simon Quayle and Tom Welton, who’ve been with Shaftesbury for 35 and 33 years respectively, will also leave the business. And Henry Staunton, Capco's chairman who’s been on the Capco Board for 12 years, will retire too.
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