Okay. Right. Good morning, everyone, and welcome to the announcement of Shaftesbury Capital PLC. Agenda for today, I'll do a quick introduction and hand over to Ian, then Situl will take us through some of the financial stuff, and then Chris will talk about some of the integration, and then Ian will finish up with vision for the future. We'll have some Q&As, and there's also people presumably on the phones who will also dial in on that. I'm Jonathan Nicholls, and currently the Chairman of Shaftesbury and will be the Chairman of Shaftesbury PLC. I'm pleased to announce the boards of Capital & Counties Properties PLC and Shaftesbury PLC have reached agreement on the terms of a recommended all-share merger to form Shaftesbury Capital PLC.
The merger of Shaftesbury and CapCo unites two complementary and adjacent real estate portfolios under single ownership to create a GBP 5 billion portfolio. Shaftesbury Capital will own an impossible to replicate portfolio in some of the most iconic destinations across London's vibrant West End. Under the terms of the merger, an exchange ratio of 53/47, Shaftesbury and CapCo has been agreed, taking into account the relative EPRA net tangible assets and market capitalizations of both companies. By combining both companies' strengths, cultures and values, the management team will take a best of both approach to operations, with the aim of delivering long-term economic and social value for all of our shareholders, all of our stakeholders.
The combined group will have a clear governance and leadership structure with strong non-executive representation from both companies, led by me as Chairman and Ian Hawksworth as Chief Executive. Situl Jobanputra will be the Chief Financial Officer, and Chris Ward will be the Chief Operating Officer. An Executive Committee responsible for the day-to-day management and operation of the combined group will be established and will comprise six members. Ian Hawksworth, Chris, and Situl, who will be joined by Michelle McGrath, responsible for the enlarged Covent Garden portfolio, Andrew Price, responsible for the Carnaby, Chinatown, Soho and Fitzrovia portfolios, and Sam Bain-Mollison, responsible for the group's leasing.
The experienced leadership team, with their impressive track record of innovation and curation, should ensure a sustainable and prosperous future for our destinations, the communities they serve, and our wider stakeholders. With cost and operational synergies, a strong corporate governance framework, increased scale and greater equity market liquidity, the combination provides a firm foundation for future value creation for our shareholders. On behalf of the Shaftesbury board, I'd like to thank Brian, Simon, and Tom, who will retire from the board on completion. They have made a truly extraordinary commitment to Shaftesbury over many decades. Their contribution to its success has been beyond measure, and they will be leaving the business in a strong position for their successors. I'll now hand you over to Ian.
Thanks, Jonathan. Good morning. Good morning, everybody. I'm delighted to be here to present to you the merger of two highly complementary portfolios, creating a leading Central London REIT. This opportunity has been afforded to us by the hard work and dedication of everyone at Shaftesbury and CapCo over many, many years. I'd just like to say thank you to all of those who've worked so hard over recent months to get us to this point. The combination will create both short and long-term benefits by greater efficiencies and synergies, including GBP 12 million of cost savings, which Chris will take you through later, and bringing together ownership and management across adjacent portfolios to unlock opportunities, as well as the creation of a stronger operational platform of scale from which to pursue those opportunities.
Combining the creativity and knowledge of our talented and experienced management teams, Shaftesbury Capital intends to deliver sustained income and value growth while acting as custodians of some of London's most iconic locations. The combined team has a shared commitment to deliver positive environmental and social outcomes through long-term responsible stewardship. With scale comes greater resilience and efficiency. It provides an opportunity for improved liquidity and an enhanced profile in the capital markets. Underpinned by our strong balance sheet, we'll seek to allocate capital to London's West End profitably and deliver a progressive dividend policy. As you know, London is a leading global city which continues to attract talent and investment from around the world.
It's a major financial and commercial center and is home to an unrivaled concentration of entertainment and cultural attractions. At the heart of the capital is the West End, which is a world-class high-footfall destination for retail, hospitality and leisure, attracting an estimated 200 million visits per annum, as well as a large population of working and living in the area. The West End has excellent connectivity. Numerous existing transport hubs are located around the portfolio, as well as the newly opened Elizabeth Line, which will improve accessibility for millions of visitors to the capital. The West End has a long history of sustained demand, resulting in resilience and high occupancy levels, underpinning the prospects for long-term rental growth.
All of us have lived through an extraordinary two years due to the pandemic. However, since the summer of 2021, footfall, trading and occupier demand across the West End has been strong and there's a sustained recovery, providing attractive growth prospects for the combined portfolios. The combined group creates an almost irreplaceable portfolio comprising 2.9 million sq ft of lettable space across approximately 670 predominantly freehold buildings with approximately 2,000 individual units. As at 31 st of March 2022, the combined portfolio is valued at GBP 5 billion. As you can see, there's a significant revenue growth potential over time, as shown by the difference between annualized gross income of GBP 166 million and ERV of GBP 218 million, which in itself is well below the pre-pandemic levels of GBP 258 million.
Some of the key metrics of the two standalone companies in the combined portfolio are set out on this slide. As you can see, portfolio is well-balanced. It's split broadly equally between retail and hospitality, and with the upper floors generally offering high quality office and residential accommodation. The portfolio offers a diverse occupier mix and diverse income streams with a broad range of unit sizes and rental tenures, which will appeal to a wide variety of occupiers. The combined portfolio is primarily focused on three core locations, Covent Garden, including Seven Dials, the Opera Quarter and Coliseum, Carnaby, including Soho and Chinatown, and obviously we have holdings in Fitzrovia.
Our objective is to nurture these remarkable places and celebrate their unique attributes and characteristics. Each of these locations is bouncing back following COVID. Footfall and sales, as I mentioned, are trending towards pre-pandemic levels with positive occupational demand in all categories, low vacancy, increased rents, and improving values. There's been a lot of activity across the combined portfolio in recent months. You'll have seen from both companies announcements so far this year, there's been in the order of 50 leasing transactions across retail and F&B, as well as some very high-quality office and residential lettings. I'm pleased to say that this momentum continues.
Whether it's the completion and subsequent leasing of the Broadwick Street scheme, the expansion of al fresco with excellent restaurants at the Covent Garden Piazza or the recent letting to Gilly Hicks on Carnaby Street, there are multiple examples of how vibrant these locations are and just the level of opportunities that exist for growth. At the combined group, we use its core strengths to deliver long-term economic and social value for our stakeholders. We'll place the customer at the heart of the business to deliver best-in-class service and leveraging our combined skill sets to deliver value. We believe there's a greater opportunity to create value from the combined portfolio.
We intend to creatively manage these portfolios through intensive asset management of each unit and identify investment and repositioning opportunities. The combination provides the opportunity to enhance adjacencies by creating better linkage between individual properties and their ownerships, such as the combined Covent Garden portfolio. We will take the best of both companies, utilizing the skills, the experience, existing relationships, and networks to deliver an even stronger operational platform. We intend to maintain a dynamic approach to leasing and attend to the curation of the portfolio, targeting complementary, interesting, high-performing brands and differentiated experiences to ensure our locations evolve over time and appeal to Londoners and visitors.
Combination will enable us to leverage insights from our rich data. This will inform investment and leasing decisions through a much broader and deeper knowledge. We'll also implement a holistic marketing strategy, take advantage of cross-locational marketing opportunities, and we'll remain close to our customers, aiming to maximize theirs and our own commercial prospects. We very much believe in responsible stewardship, investing in high-quality public realm, improving air quality, and providing support for the wider community. One of the great opportunities is to build on our shared passion for the West End and our commitment to become net zero carbon by 2030.
Sustainability continues to grow in importance for us, for our customer, and for the broader consumer, as tackling the challenges of climate change is urgent. Our investment strategy is focused on multiple incremental refurbishment activities, and it's our objective to become a U.K. leader in sustainability for heritage and period properties. By harnessing the experience of both our teams, we'll continue to reuse, repurpose, and improve buildings to enhance energy performance credentials. Our people are absolutely core to our business. We have a wonderful opportunity to blend the best of both teams with greater scale, provide enhanced opportunities for individual colleagues. This will be a very important focus of the management team.
We're aiming to generate an inclusive, creative, and dynamic culture. The combined group will also have multiple stakeholders, and the combination will help facilitate a broader relationship with the local community and other stakeholders, including occupiers, residents, local authorities, and of course, consumers. Through a collaborative approach, we will continue to support those communities and ensure we continue to build close relationships with our occupiers. On that, I'll hand over to Situl.
Thank you, Ian, and good morning, everyone. I'll take you through key points on the merger and the financial summary. The agreed merger terms are based on the relative market capitalizations and NTAs of the two businesses. The exchange ratio of 3.356 new CapCo shares for each Shaftesbury share will result in an ownership split in the combined group of 53% for Shaftesbury shareholders, excluding CapCo, and 47% for CapCo shareholders. The transaction will be subject to shareholder approval, specifically a scheme vote for Shaftesbury shareholders and Class 1 and related party approvals for CapCo. Irrevocable undertakings and letter of intent have been received from Norges Bank and Madison International.
Following today's announcement, the next significant milestone will be publication of detailed documents to shareholders, which is expected to be during July. This will be followed by the respective shareholder votes over the summer, with completion expected by the end of 2022. The merger is subject to customary conditions, including CMA clearance. Dividend payments are permitted for both companies for the period up to the 30th of September without adjusting the exchange ratio. Further details are set out in the announcement. As you can see from the table on the right, the combined group will have a substantial property portfolio currently valued at GBP 5 billion and a strong balance sheet with modest leverage.
The business will be well-positioned to grow revenues and therefore also dividend distributions over time in line with growth trends in underlying and cash earnings. The combination will unlock a number of long-term benefits and opportunities by bringing together ownership and management across adjacent portfolios in the heart of the West End and the creation of a stronger operational and investment platform. We have identified cost synergies of GBP 12 million per annum, which will be fully in place on a run -rate basis two years from completion. The merger is expected to result in earnings enhancements for CapCo shareholders and NTA accretion for Shaftesbury shareholders.
The combined group will have a robust capital structure, providing significant financial flexibility and enhanced access to funding over time. The approach to growing dividends progressively is underpinned by prospects for income growth and effective cost management. Based on the company's latest reported 12-month periods, gross income totals GBP 166 million, compared with current ERV of GBP 218 million. Both metrics remain well below pre-pandemic levels. Over the last year, footfall and aggregate tenant sales have trended towards 2019 levels, which provides confidence around the resilience of and prospects for our portfolios. All of this highlights the opportunity for income recovery and growth thereafter.
Turning to costs, the three main areas are summarized on this slide. Firstly, a stronger operating platform, taking the best of both companies' models, will create the opportunity for property-level efficiencies. Administration costs, whilst currently being subject to upward pressures, will be an area of targeted material savings following completion. Whilst any amendments or refinancing relating to the mortgage bonds will result in increased finance costs, the merger should enhance the credit position of the group and its access to debt and equity capital. This chart sets out the main components of the group's current drawn debt. The Chinatown and Carnaby mortgage bonds are subject to a right of redemption by the holders as a result of the change of control.
The standby loan facility has been arranged to fund this requirement if triggered in whole or part, and our intention would be to refinance any amounts drawn under this facility within one to two years. The standby facility would represent the only drawn debt at variable rates. The Covent Garden private placement notes, representing GBP 475 million, will stay in place, as will the GBP 385 million of Shaftesbury term loans. The security underlying the exchangeable bonds will be CapCo shares with an expected conversion price of GBP 2.16 per share. The group is expected to have access to liquidity comprising cash and undrawn facilities of GBP 500 million.
The loan-to-value ratio of 29% is based on GBP 1.5 billion of net debt and March valuations. Over time, we would expect to move towards a greater proportion of unsecured debt in the capital structure. We will continue to target a resilient and flexible balance sheet with access to significant liquidity, diversity of sources and maturity, and appropriate covenant headroom. To round off, there is strong financial rationale for the merger. There will be a clear focus on growing revenue and efficient conversion of that to distributable income. Shaftesbury Capital will have a strong balance sheet and a disciplined approach to capital management. With that, I will now hand over to Chris.
Thanks, Situl. Well, morning everybody. You'll be glad to know just two slides from me. This transaction is, it puts together two great portfolios, as we know, and two really great teams, ones that worked together for a number of years as neighbors. There are many similarities between the businesses, especially the combined passion for the West End and deep knowledge of the West End, and we do lots of similar things. There are, of course, nuanced differences. That's the opportunity, the opportunity to take these nuanced differences, take both companies' strengths, cultures and values, and our talented teams, share ideas, learn from each other, rationalize operations, and improve systems and processes.
I mean, clearly integrating two very talented and proven teams is gonna take time, but it's a key priority. We aim to retain the best talent from both companies and provide an inclusive, innovative and entrepreneurial culture in which people can thrive and develop. For our people, being part of a bigger pool of talent brings greater career and personal development opportunities, more room to learn, more room to grow. It's a personal thing of mine, collecting and interpreting data is absolutely critical for decision-making. We both have got big pots of data, but combined, we'll have a better pot of data.
I think this is really important, allowing us to gain deeper insights than we currently have as separate businesses. This is just one area where we're looking at bringing the two businesses together to let us work smarter and better and be more efficient. We'll focus on turning this information, along with external data sets, into real-time insights to give us a clear picture of what's happening on the ground and help inform our strategies. For example, insights on key visitor, consumer and occupier trends will be hugely valuable, not just to us, but for our occupiers as well. As Ian said earlier, the combination brings together a number of long-term benefits, and one of these is cost savings.
We expect the merger to produce annual cost synergies from a number of areas, including rationalization of listed company and duplicated costs, and from the harmonization of processes and systems, sharing infrastructure, and removing overlaps to improve efficiency. We're looking forward to coming together in one office as one team, although in the short term it's likely we will use the space in our existing offices while we source the right size space for the combined team. The estimated annualized pre-tax synergies are, as Ian said, GBP 12 million, with around half expected to be delivered in year one, and the other half by the end of year two, so a full run rate by the end of year two.
With one-off implementation costs of GBP 11.4 million, which again, we estimate about a half in the first year and a half in the second year. That aside, as we integrate the businesses, there may be potential for further efficiencies driven by economies of scale, for example, in procurement. This hasn't been taken into account in the GBP 12 million that we have. Cost management is really important, obviously, in delivering a progressive dividend policy, as Ian talked about earlier. Efficiencies will allow our people to do more, do it better, provide the best service we can for our occupiers, and ultimately drive long-term total returns. Thank you. I'll hand over to Ian.
Okay, yeah. Thanks, Chris. So just looking ahead, I think it's clear that the West End has demonstrated remarkable resilience and that footfall and trading are now recovering. There is, however, some macroeconomic and political headwinds with which you'll all be familiar, such as the rising interest rate and inflation environment, geopolitical risk, supply chain disruption, and labor shortages, among others. The West End is not completely insulated from these headwinds. However, the combined portfolio of scale, its global status, and the enduring appeal of the West End in one of the world's best cities does provide a greater degree of resilience. We firmly believe that this merger represents the perfect strategic fit.
The long-term benefits are clear, which we believe will enable the business to look to deliver greater total returns. There are significant long-term benefits, including the synergies, and we're focused on growing income and dividends and creating value over the medium to long term. There's a tremendous opportunity to bring together the best of both companies as we look to create a leading central London REIT. That completes the formal presentation. The Chairman’s allowed me just a few moments for a couple of thank yous. Firstly, just like to thank Henry Staunton, CapCo's Chairman, who's retiring after 12 years with the company.
The last four years as Chairman, he skillfully guided the company towards achieving strategic objectives, including this proposed merger. I'd also like just to pay tribute to Brian. Throughout our association, he's been unfailingly professional and supportive, and I've greatly valued his cooperation and good humor.
The personal values that Brian has are very much in evidence at Shaftesbury and a great foundation for us for the future. I couldn't agree more with what Brian said in the quotation in the press release, and I'm very much looking forward to working with the new colleagues to build on the great work of all those that have gone before at Shaftesbury and Capital & Counties in building a tremendous new company. Thank you very much. Now hand back to Jonathan for the Q&A.
Thanks, Ian, Situl and Chris. Apparently you've got microphones by your chairs, and you just need to pull 'em out and press a button. Prior to asking questions, could you just let us know who you are and who you work for? Just one final thing, you'll appreciate that we are constrained by takeover rules in terms of what we can and can't say. We'll do our best to answer the questions that you may have. If you could bear that in mind when you ask your Q&As. We'll also be taking any questions that may be coming in through the phones. Opening for questions. One at the back, sir.
The microphone.
See if the technology-
Does that work?
Yes.
It does.
Well done.
Good morning. Thank you very much. My name is Jerome Murray. I work at Investec in London. Congratulations on a great transaction. I've got two questions, please. You were mentioning the passion for the West End and the unique positioning of the combined portfolio. Do you think that could create a dominant position for the CMA? And what would be your approach towards talking to the CMA in order to avoid a phase 2, which is a condition to the transaction? That's my first question. And secondly, could you come back on the dividend that could be paid and declared? I mean, I went through the RNS. But if you could clarify what could happen and at what timing, that would be great. Thank you very much.
Okay. In terms of, I mean, London is a big place with obviously thousands and thousands of properties of which we are part of it. I'll hand it over to Ian if you wouldn't mind picking that up, and then Situl will pick up the question on dividend. You'll appreciate we can't give you a forecast on the precise amount of the dividends at this point. Ian.
Actually, I think that seems right. I mean, what we're focused on is trying to nurture these great locations and provide as much choice for the consumer and our occupiers. One of the great benefits of this merger is being able to do that. It's obviously, we can't really comment on what the CMA may do. I mean, it's fairly normal for a transaction of this nature to reference the CMA. As Jonathan says, the London economy is large and vibrant, and we look forward to playing our part in contributing to its future success.
Okay. Yeah, on dividends, the principle is that we're working towards completing the transaction by the end of the year. Ordinary course dividends will be paid up until that point. For example, CapCo's year-end dividend, Shaftesbury's half-year dividend, and then there'll be a further dividend for Shaftesbury up to the period till the end of September. There will also be, as well as CapCo's interim dividend, which will be announced with its half-year results in over the summer. There's also provision within the deal for a further dividend to level things up with Shaftesbury till the end of September. That takes us into Q4, and then depending on the timing of completion, we will then move on to a more normal timetable into next year.
Okay. Sorry. Go ahead.
Morning, John Cahill from Stifel. Two questions, please. First of all, well done on the deal and agreeing terms. We're really pleased to see a larger REIT in the sector. The two questions. There's a lot of similarities between the two companies, and it's why this obviously makes sense. Just looking at two areas where there are perhaps differences in strategy. First of all, on the resi. You know, Shaftesbury's tended to keep hold of the resi for purposes of keeping control of a given block, whereas Capco's been a bit more ready to sell it and recycle capital. What's the strategy going forward on that? Secondly, similarly, a similar question, but with regard to your view on rents.
In Covent Garden, you've been really successful in pushing those rents and ERVs, very, very strongly over a number of years, whereas the Shaftesbury approach has been more to do with sustainability and cultivating a sort of vibe in a certain area. How do you reconcile those going forward?
Ian, want you to pick that up.
Yeah, sure. Great questions. Look, the benefit of bringing the portfolios together is that it is a very balanced portfolio, different income streams. I think every part of the portfolio has different characteristics, and we want to build on those successful characteristics. I think there will be opportunities for cross-locational, cross-marketing initiatives. In terms of rents, what we're really looking for is to ensure that these districts are thriving and that they're providing the opportunity for the consumer to come and enjoy themselves. It's really the productivity of the space through a wide range of occupier activities that we're really focused on.
I think in terms of residential, both companies have significant residential investment portfolios. Yes, Capital & Counties have in the past done various developments, really with a view to changing the ground plane, but they have been profitable developments like Floral Court. I think with the over 800 units that we've got in the combined portfolio is a tremendous offer that we can give to the broader consumer to support the strategic opportunities, which is grow rents in a sustainable way, grow revenue in a sustainable way, generate sustainable dividends and grow value as a result of that.
Yes, there of course, will be opportunities for us to relook at different parts of the portfolio and perhaps recycle capital to areas that is gonna maximize returns. I think we really like what there is today, and it's about making that better.
Thank you.
Thank you. Any more from the floor? No, I'm looking for the telephone. Don't think we've got any from the telephone either. All right. Great. Well, look, thank you very much everyone for coming at such short notice. Great to see everyone, and we're clearly very excited by the combination of the two companies, and we look forward to this transaction progressing to a completion. Thank you very much for your support. Thank you.