Guiding a REIT on one of the largest UK public M&A deals of 2022

London’s West End draws thousands of visitors a day to its vibrant mix of hotels, restaurants, shops, offices, and apartments. In 2022, two of London’s main landlords - Shaftesbury PLC and Capital & Counties Properties PLC (Capco) - agreed an all-share merger to create a leading mixed-use real estate investment trust (REIT) with prominent West End holdings valued at approximately £5 billion. An all-share merger of this size and complexity required legal expertise to match.

Combining deep real estate industry knowledge with transactional prowess

Hogan Lovells has advised Shaftesbury for more than 36 years on matters including investment and asset management, debt and equity financing, and various corporate affairs. To help guide Shaftesbury through one of the largest public mergers of 2022 and the largest UK share-for-share public deal since 2019, Hogan Lovells brought together a UK cross-practice team with significant knowledge of Shaftesbury and a wealth of experience in public mergers and acquisitions, antitrust, real estate finance, debt capital markets, incentives and employment, among other areas.

Such a broad range of expertise was necessary to implement a complex merger of equals, which involved a court-approved scheme of arrangement between Shaftesbury and its shareholders, Class 1 shareholder approval and a 400-page prospectus for the issue of shares by Capco, as well as various other complex considerations under the UK’s Takeover Code and Listing Rules.

Working with Shaftesbury’s financial advisers, Evercore and Blackdown Partners, partners Nicola Evans and Anthony Doolittle led a Hogan Lovells team to advise Shaftesbury’s board of directors as they considered and negotiated the terms of this complex, transformative transaction, which was approved by Shaftesbury’s shareholders in late July 2022.

Realising a REIT powerhouse in London’s West End

The newly combined business is to be named Shaftesbury Capital PLC and will have a combined real estate portfolio worth approximately £5 billion (US$6.1 billion) with around 670 primarily freehold buildings. Shaftesbury Capital will be listed on the London Stock Exchange and have a secondary listing on the Johannesburg Stock Exchange. With both sets of shareholders having approved the merger in July 2022 and the Competition and Markets Authority approving the merger in February 2023, the transaction has now completed.