Bonds
Full details of the terms and conditions for the Exchangeable Bond can be accessed below.
Exchangeable Bond Terms and Conditions
Further details of the Exchangeable Bond Offering are available in this announcement dated 19 November 2020.
Further details of the Exchangeable Bond Pricing are available in this announcement dated 19 November 2020.
A notice of prospective adjustment to bondholders dated 1 February 2023 is available here. A purchase election notice dated 6 February 2023 is available here. A further notice to bondholders dated 7 March 2023 is available here.
A purchase election notice and notice of prospective adjustment to bondholders dated 14 December 2022 is available here. A further notice to bondholders dated 6 January 2023 is available here.
Past notices to bondholders dated 27 May 2022 and 12 July 2022 regarding an adjustment to the Exchange Property that arose as a result of a cash dividend that was paid by Shaftesbury PLC on 1 July 2022 are available here and here.
Past notices to bondholders dated 9 December 2021 and 22 February 2022 regarding an adjustment to the Exchange Property arising as a result of a cash dividend paid by Shaftesbury PLC on 11 February 2022 are available here and here.
Past notices to bondholders dated 29 June 2021 and 13 July 2021 regarding an adjustment to the Exchange Property arising as a result of a cash dividend paid by Shaftesbury PLC on 2 July 2021 are available here and here.
General Information
Shaftesbury Carnaby PLC has outstanding, £285,000,000 Guaranteed First Mortgage Bonds (“the bonds”) due 2031, guaranteed by Shaftesbury PLC.
The bonds were issued on 7 October 2016 and are listed on the regulated market of the London Stock Exchange.
Full details of the bonds are available in the Prospectus available for download from this page.
Change of Control
As set out in the Scheme Document and the Prospectus, which can be found here, the formation of Shaftesbury Capital PLC on 6 March 2023 from the merger of Shaftesbury PLC and Capital & Counties Properties PLC results in a change of control of Shaftesbury PLC, the guarantor of these mortgage bonds and will trigger the change of control provisions.
Under the terms and conditions of the bonds the issuer has issued a Change of Control Put Event Notice which can be viewed here. The terms and conditions of the bonds relating to change of control are included in the original prospectus for the bonds.
Information on the mortgaged properties
At 30 September 2022, the aggregate value of the Specifically Mortgaged Premises was £608,900,000. The properties were valued by Cushman & Wakefield. The Asset Cover Ratio was 2.14:1.
The Net Annual Income as at 30 September 2022, as agreed by Ernst & Young LLP, the Group’s auditor, was £16,807,425. The Interest Cover Ratio was 2.37:1.
There were 217 tenants occupying the Specifically Mortgaged Premises.
The rent roll by tenant use is shown below:
The top ten tenants contribute 36.1% to the Specifically Mortgaged Premises income (by gross annual income). They are as follows:
| Number | Name | Percentage |
| 1 | CDPQ London LLP | 8.1% |
| 2 | OakNorth Bank PLC | 6.3% |
| 3 | Liberty Retail Limited | 4.1% |
| 4 | VF Northern Europe Services Ltd | 3.3% |
| 5 | Ashworth & Parker Limited | 2.8% |
| 6 | Office Holdings Limited | 2.4% |
| 7 | Universal Music Operations Limited | 2.4% |
| 8 | Fashion Box UK Limited t/a Replay | 2.3% |
| 9 | Scotch & Soda Retail UK Limited | 2.3% |
| 10 | Brandy Carnaby Limited | 2.1% |
The following properties are secured against the bonds:
31 to 47 (odd numbers) and 46 to 48 Beak Street
46, 57 (and Stirling Court), 61 to 69 (including Jaeger House), 68 to 76 Broadwick Street
1 to 16 and 21 to 30 Carnaby Street (including 28A)
Marshall House, 47 to 50 & 52 to 53 Marshall Street
Flat 15, Marshall House, Marshall Street
5 to 21 (odd numbers) and 26 to 32 (even numbers) Foubert's Place
31 & 32 Kingly Street (including Lasenby House)
27 & 28 Great Marlborough Street
9 to 14 Little Marlborough Street
1 Little Marlborough Street
2 to 12 (even numbers) Ganton Street
41, 48 and 49 Lexington Street
3, 5 & 6 Lowndes Court
1 & 2 and 33 to 37 Marshall Street
1 to 4 Marlborough Court
1 to 17 Newburgh Street (including 12A)
1 & 2 Silver Place
20 Beak Street & 6 Upper John Street
Trustee
Prudential Trustee Company Limited
10 Fenchurch Avenue
London
EC3M 5AG
Principal Paying Agent
Elavon Financial Services DAC
Fifth Floor
125 Old Broad Street
London EC2N 1AR
United Kingdom
General Information
Shaftesbury Chinatown PLC has outstanding, £290,000,000 Guaranteed First Mortgage Bonds (“the bonds”) due 2027, guaranteed by Shaftesbury PLC.
The bonds were issued on 7 September 2017 and are listed on the regulated market of the London Stock Exchange.
Full details of the bonds are available in the Prospectus available for download from this page.
Change of Control
As set out in the Scheme Document and the Prospectus, which can be found here, the formation of Shaftesbury Capital PLC on 6 March 2023 from the merger of Shaftesbury PLC and Capital & Counties Properties PLC results in a change of control of Shaftesbury PLC, the guarantor of these mortgage bonds and will trigger the change of control provisions.
Under the terms and conditions of the bonds the issuer has issued a Change of Control Put Event Notice which can be viewed here. The terms and conditions of the bonds relating to change of control are included in the original prospectus for the bonds.
Information on the mortgaged properties
At 30 September 2022, the aggregate value of the Specifically Mortgaged Premises was £586,400,000. The properties were valued by Cushman & Wakefield. The Asset Cover Ratio was 2.02:1.
The Net Annual Income as at 30 September 2022, as agreed by Ernst & Young LLP, the Group’s auditor, was £21,585,691. The Interest Cover Ratio was 3.17:1.
There were 283 tenants occupying the Specifically Mortgaged Premises.
The rent roll by tenant use is shown below:
| Number | Name | Percentage |
| 1 | Pellerin Apartments Limited | 2.7% |
| 2 | Pret a Manager Limited | 2.3% |
| 3 | Rentwell Developments Limited | 2.3% |
| 4 | 13141668 Limited | 2.0% |
| 5 | Seewoo Foods Limited | 2.0% |
| 6 | Sainsburys Supermarkets Limited | 1.9% |
| 7 | Family Leisure Gerrard Limited | 1.8% |
| 8 | Jinli Gerrard Limited | 1.8% |
| 9 | Everwell (London) Limited | 1.8% |
| 10 | New Loon Moon Limited | 1.6% |
The following properties are secured against the bonds:
45, 45b, 47 & 49 and Crediton Mansions, 47a Charing Cross Road, London
2 Dansey Place
3 and 4 Dansey Place
7 Dansey Place and 34-36 Wardour Street
1 Gerrard Place
2 Gerrard Place
3 Gerrard Street
4 Gerrard Street
5 Gerrard Street
6 Gerrard Street
7 Gerrard Street
8 Gerrard Street
9 Gerrard Street (also containing 8 Horse & Dolphin Yard)
10 Gerrard Street & 4 Horse & Dolphin Yard
11 Gerrard Street
13 Gerrard Street
14 Gerrard St & 13 Macclesfield St
15A Gerrard St (also containing 2 Macclesfield St)
15 Gerrard Street
16 Gerrard Street
17 Gerrard Street
18 Gerrard Street
19 Gerrard Street
20 Gerrard Street and 5 Dansey Place
21 and 22 Gerrard Street and 6 Dansey Place
23 Gerrard Street
36 and 39 Gerrard Street
37-38 Gerrard Street
King's Head Public House, 48 Gerrard Street
1, 2 and 3 Horse and Dolphin Yard
8 Horse & Dolphin Yard
14 Lisle Street
15 Lisle Street
18-20 Lisle Street
19 Lisle Street
20 Lisle Street
21 Lisle Street
26 - 27 Lisle Street
The White Bear Public House, 28-30 Lisle Street
7 Little Newport Street
8 Little Newport Street
9 Little Newport Street
12 and 13 Little Newport Street
15 Little Newport Street
2 Macclesfield Street
3 Macclesfield Street
4 Macclesfield Street
5 Macclesfield Street
12 Macclesfield Street
13 Macclesfield Street and 14 Gerrard Street (also containing 13a Macclesfield Street)
21 Newport Court
22 Newport Court
23 and 24 Newport Court
1 Newport Place
64 Shaftesbury Avenue
66 to 88 (even) Shaftesbury Avenue, encompassing:
66 Shaftesbury Avenue
68 Shaftesbury Avenue
70 Shaftesbury Avenue
72 Shaftesbury Avenue
74 Shaftesbury Avenue
76 Shaftesbury Avenue
78 Shaftesbury Avenue
80 Shaftesbury Avenue
90, 92, 96 and 98 Shaftesbury Avenue and Macclesfield Chambers
100-124 Shaftesbury Avenue (Basement, Ground, First and Second Floors) encompassing:
108 Shaftesbury Avenue
110 Shaftesbury Avenue
112 and 112A Shaftesbury Avenue
114 Shaftesbury Avenue
116 Shaftesbury Avenue
118-120 Shaftesbury Avenue
Flat 1, Exeter Mansions, 106 Shaftesbury Avenue
Flat 3, Exeter Mansions, 106 Shaftesbury Avenue
Flat 4, Exeter Mansions, 106 Shaftesbury Avenue
Flat 5, Exeter Mansions, 106 Shaftesbury Avenue
Flat 6, Exeter Mansions, 106 Shaftesbury Avenue
Flat 8, Exeter Mansions, 106 Shaftesbury Avenue, London
Basement Vault, 116 Shaftesbury Avenue
Flat 1, Egmont House, 116 Shaftesbury Avenue
Flat 2, Egmont House, 116 Shaftesbury Avenue
Flat 3, Egmont House, 116 Shaftesbury Avenue
Flat 4, Egmont House, 116 Shaftesbury Avenue
Flat 5, Egmont House, 116 Shaftesbury Avenue
Flat 7, Egmont House, 116 Shaftesbury Avenue
Flat 8, Egmont House, 116 Shaftesbury Avenue
Flat 3, Nassau House, 122 Shaftesbury Avenue
Flat 5, Nassau House, 122 Shaftesbury Avenue
Flat 7, Nassau House, 122 Shaftesbury Avenue
Flat 8, Nassau House, 122 Shaftesbury Avenue
32 Wardour Street (also containing 23 Gerrard Street)
26-31, 32, 33 & 34 Cranbourn Street and 77, 78 & 79 St Martins Lane
36, 36a & 37, 38, 38a & 39 St Martins Lane
21-22 New Row
55-58 St Martins Lane, 1 New Row
11-13 Newport Place
Trustee
Prudential Trustee Company Limited
10 Fenchurch Avenue
London
EC3M 5AG
Principal Paying Agent
Elavon Financial Services DAC
Fifth Floor
125 Old Broad Street
London EC2N 1AR
United Kingdom
Guaranteed First Mortgage Bond due 2027
Change of Control Put Even Notice