Wrap Text
Extension to Deadline under Rule 2.6(C) of the Code
INTU PROPERTIES PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: ITU
LEI: 213800JSNTERD5CJZO95
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.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE TAKEOVER CODE (THE "CODE") AND THERE CAN BE NO CERTAINTY
THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY SUCH OFFER EVEN IF THE PRE-
CONDITIONS ARE SATISFIED OR WAIVED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 November 2018
intu properties plc ("intu" or the "Company")
EXTENSION TO DEADLINE UNDER RULE 2.6(C) OF THE CODE
On 4 October 2018 a consortium comprising the Peel Group, the Olayan Group and Brookfield Property
Group (together the "Consortium") announced that it was in the preliminary stages of considering a possible
cash offer for the Company.
The independent committee formed by intu (comprising all directors of intu other than John Whittaker, who
is connected to the Consortium) (the “Independent Committee”) resolved to grant the Consortium access
to certain due diligence materials on 19 October 2018 in order to advance discussions regarding the
possible announcement of a firm offer. intu has engaged extensively with and provided diligence materials
to the Consortium over the last 4 weeks.
The Consortium has confirmed to intu that its legal, tax, accounting and commercial due diligence is now
largely complete and that it has made substantial progress on the financing of the possible offer. The
Consortium has also confirmed that nothing has arisen from these due diligence workstreams which would
lead it to alter the terms of their indicative proposal dated 17 October 2018 of 210.4 pence per share (which
may be reduced by any dividends or other distributions declared, payable or paid by intu prior to completion,
other than the interim dividend of 4.6 pence per share paid on 20 November 2018).
The indicative proposal remains subject to certain pre-conditions, including the Consortium completing its
financing arrangements with its lender group, and there can be no certainty (i) that any such pre-conditions
will be satisfied or waived (ii) that any offer will be made or as to the terms of any such offer or (iii) that any
offer, if made, will complete. This announcement has been made without the consent of the Consortium.
In accordance with Rule 2.6(a) of the Code, the Consortium was required, by not later than 5.00 p.m. on
22 November 2018, to either announce a firm intention to make an offer for the Company in accordance
with Rule 2.7 of the Code or announce that it did not intend to make an offer.
In response to a request from the Consortium for an extension to the deadline referred to above in order to
satisfy the pre-conditions, to enable continued discussions and provide the Consortium sufficient time to
complete the financing process, the Independent Committee requested that the Panel on Takeovers and
Mergers (the "Panel") extend the deadline in accordance with Rule 2.6(c) of the Code.
Accordingly, an extension has been granted by the Panel and the Consortium must, by no later than 5.00
p.m. on 30 November 2018, either announce a firm intention to make an offer for intu in accordance with
Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended
with the consent of the Panel.
A further announcement will be made when appropriate.
JSE Sponsor:
Merrill Lynch South Africa (Pty) Limited
Enquiries
intu +44 (0)20 7887 7073
Susan Marsden, Group Company Secretary
Rothschild & Co (Financial Adviser to intu) +44 (0)20 7280 5000
Alex Midgen
Sam Green
BofA Merrill Lynch (Financial Adviser and Corporate Broker to intu) +44 (0)207 628 1000
Simon Mackenzie Smith
Ed Peel
UBS (Financial Adviser and Corporate Broker to intu) +44 (0)20 7568 0000
Hew Glyn-Davies
Thomas Raynsford
Powerscourt (PR adviser to intu) +44 (0)20 7250 1446
Victoria Palmer-Moore
Justin Griffiths
Notice related to financial advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for intu and for no one else in connection
with the subject matter of this announcement and will not be responsible to anyone other than intu for
providing the protections afforded to its clients or for providing advice in connection with the subject matter
of this announcement.
BofA Merrill Lynch, which is authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting
exclusively for intu and no one else in connection with the subject matter of this announcement and will not
be responsible to anyone other than intu for providing the protections afforded to its clients or for providing
advice in connection with the subject matter of this announcement.
UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as corporate
broker and financial adviser to intu and no one else in connection with the Offer. In connection with such
matters, UBS Limited, its affiliates and their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in relation to the Offer, the contents of this
Announcement or any other matter referred to herein.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at
www.intugroup.co.uk by no later than 12 noon (London time) on 23 November 2018. The content of the
website referred to in this announcement is not incorporated into and does not form part of this
announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer period and, if later, following
the announcement in which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30
pm (London time) on the 10th business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement
in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal,
to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities
in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt
as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Regulated Information Classification: Inside Information
This announcement is the responsibility of Susan Marsden, Group Company Secretary
Date: 22/11/2018 09:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
