Possible demerger and Board Update

RNS Number : 1021P

Capital & Counties Properties Plc

24 May 2018

 

LEI: 549300TTXXZ1SHUI0D54

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

CAPITAL & COUNTIES PROPERTIES PLC

Possible demerger and Board update

The Board of Capital & Counties Properties PLC ("Capco") announces it is considering a demerger, which would result in two separately-listed businesses based around its prime central London estates, each with its own distinct investment prospects:

-     Covent Garden, the world-class destination in the heart of central London, independently valued at over £2.5 billion at 31 December 2017, to be launched as an independent, prime central London retail-focused REIT, led by Ian Hawksworth

-     a London development company centred around the Earls Court masterplan, which represents one of the most important large scale strategic opportunity areas in central London, led by Gary Yardley. Capco's share of property interests at Earls Court was independently valued at £759 million at 31 December 2017 (adjusted for the sale of The Empress State Building).  

The Board regularly reviews the structure of the business to ensure it is maximising long-term value creation for shareholders. The Board has taken into account the changing income profile and scale of the Covent Garden business together with the completion of the final phase of demolition at Earls Court, and believes that separation of the two estates into independent businesses would now generate a number of benefits, including:

·      Enhancing the strategic flexibility of the two businesses going forward; and

·      The opportunity for investors to continue to participate in both businesses, which have distinct risk and reward profiles and capital requirements, enabling each business to attract the most appropriate shareholder base to support its own strategic development.

It is currently expected that a demerger, if pursued, would be formalised by the end of this year.

Further announcements will be made in due course as appropriate.

Ian Hawksworth, Chief Executive of Capco, commented, "Capco has achieved significant growth since listing, driving value creation from its two prime central London estates, both of which have positive long-term growth prospects. Underpinned by a strong balance sheet, Capco is well-positioned to support the current capital requirements of both of its prime assets. Against this backdrop, the Board believes the time is right to consider the structure of the business in order to realise the potential of these unique assets and enhance shareholder value."

Board update

As a consequence of the Board's decision to consider a demerger, Ian Durant has informed the Board that, whilst he is fully supportive of the Board's decision to consider a demerger, in light of his eight-year tenure as Chairman and external commitments, he believes it would be appropriate to put in place his successor to lead the Board through this process. Ian has therefore notified the Board of his intention to resign as Chairman.  

In line with industry best practice and as part of Capco's normal succession planning, the Nomination Committee has periodically assessed potential candidates, both internal and external, who might succeed Ian Durant. Accordingly, the Board has decided to appoint Henry Staunton, the current Senior Independent Director, as Chairman with effect from 5 June 2018 and the Board looks forward to Henry chairing the Company through the possible demerger process, working closely with the management team.

Henry, who joined the Board of Capco in 2010, is currently Chairman of the Audit Committee and Senior Independent Director. He has extensive financial and commercial experience being a former Finance Director of Granada and ITV, and is currently Chairman of WH Smith PLC and Phoenix Group Holdings Limited, from which he is expected to retire in August 2018.

As a result of Henry's appointment, Gerry Murphy will become Chairman of the Audit Committee and Senior Independent Director, and Charlotte Boyle will become Chair of the Remuneration Committee and a member of the Audit Committee. Henry will chair the Nomination Committee.

Ian Durant commented, "After eight years as Chairman, I leave the company in a strong position, with two of the best central London estates, a strong balance sheet and an experienced and professional management team. I believe now is the right time for the Board to consider the separation of our two high quality businesses, and consider it appropriate that this initiative is chaired by someone able to commit time to its preparation and continue with part of the business after implementation. Henry, who has considerable Board experience and a deep knowledge of Capco is the natural successor to lead Capco through its next stage of growth. I am grateful for the support and hard work of my colleagues during my time as Chairman."

Henry Staunton commented, "On behalf of the Board I would like to thank Ian for his stewardship over the past eight years. Capco has benefitted from his judgement and experience and he leaves the Company in a strong position. I am delighted to be appointed as Chairman and look forward to working with the Board and the management team on the next phase of our growth."

Enquiries

Capital & Counties Properties PLC:

Ian Hawksworth	Chief Executive	[phone]
Situl Jobanputra	Chief Financial Officer	[phone]
Sarah Corbett	Head of Investor Relations	[phone]

Media enquiries:

UK: Tulchan	Susanna Voyle	[phone]
SA: Instinctif	Frederic Cornet	[phone]

Person responsible

The person responsible for arranging the release of this announcement is Ruth Pavey, Company Secretary

Notes to Editors

About Capital & Counties Properties PLC (Capco):

Capital & Counties Properties PLC is one of the largest investment and development property companies that specialises in central London real estate and is a constituent of the FTSE-250 Index. Capco's landmark London estates at Covent Garden and Earls Court were valued at £3.3 billion as at 31 December 2017, adjusted for the sale of The Empress State Building. The company is listed on the London Stock Exchange and the Johannesburg Stock Exchange.

www.capitalandcounties.com

Notes:

Henry Staunton was appointed to the Board of Capco in 2010. A Chartered Accountant, he has extensive financial and commercial experience. He is Chairman of WH Smith PLC and Phoenix Group Holdings Limited, from which he is expected to retire on 31 August 2018.  Henry was previously Finance Director of Granada and ITV, Chairman of Ashtead Group and Vice Chairman of Legal & General.

Forward looking statements:

This press release includes statements that are forward-looking in nature. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Capital & Counties Properties PLC to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Any information contained in this press release on the price at which shares or other securities in Capital & Counties Properties PLC have been bought or sold in the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance.

 

END

 

 

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