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INTU PROPERTIES PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: ITU
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN
INTU PROPERTIES PLC
27 FEBRUARY 2013
RESULTS OF PLACING
Intu Properties plc ("Intu" or the "Company") is pleased to announce the successful completion of the placing announced earlier
today (the "Placing").
A total of 86 million new ordinary shares of 50 pence each in Intu (the "Placing Shares") have been placed by BofA Merrill Lynch,
UBS Limited and HSBC Bank plc, raising gross proceeds of approximately #280 million. Sterling Placing Shares have been
issued at a price of 325 pence per Placing Share and Rand Placing Shares at a price of 43.6335 Rand per Placing Share. The
Placing Shares being issued represent, in aggregate, approximately 9.9 per cent. of Intu's issued share capital immediately prior
to the Placing and 28 per cent of the Placing Shares issued were denominated in Rand.
The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares of 50 pence
each in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid.
Application will be made for admission of the Placing Shares to the Official List of the Financial Services Authority and to trading
on the London Stock Exchange's main market for listed securities ("UK Admission"). The Company will also apply to the
Johannesburg Stock Exchange for the listing of the Placing Shares on the Main Board of the Johannesburg Stock Exchange. It
is expected that the admission and listing of the Placing Shares on the London Stock Exchange and the Johannesburg Stock
Exchange will become effective on 6 March 2013.
The Placing is conditional, inter alia, upon UK Admission becoming effective. It is anticipated that the settlement date will be 6
March 2013.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the placing announcement
of the Company released at 7.00 a.m. (GMT) on the date hereof.
BofA Merrill Lynch and UBS Limited acted as Joint Bookrunners and corporate brokers in connection with the Placing. HSBC
Bank plc acted as Joint Bookrunner in connection with the Placing. Rothschild acted as financial adviser to Intu in connection
with the Placing.
For further information please contact:
Intu Properties plc +44 (0)20 7887 4220
David Fischel Chief Executive
Mathew Roberts Finance Director
BofA Merrill Lynch +44 (0)20 7628 1000
Simon Mackenzie Smith
George Close-Brooks
Ed Peel
UBS Limited +44 (0)20 7567 8000
Hew Glyn Davies
Fergus Horrobin
HSBC Bank plc +44 (0)20 7992 2286
John Herbert
Simon Alexander
Rothschild +44 (0)20 7280 5000
Alex Midgen
Robert Waddingham
Richard Blackwell
Hudson Sandler (UK Public Relations) +44 (0)20 7796 4133
Michael Sandler
Wendy Baker
College Hill (SA Public Relations) +27 (0)11 447 3030
Nicholas Williams
IMPORTANT NOTICE
This document includes statements that are, or may be deemed to be, "forward-looking statements", including within the
meaning of Section 27A of the Securities Act and Section 21E of the US Exchange Act of 1934. These forward-looking
statements are based on current expectations and projections about future events and can be identified by the use of a date in
the future or forward-looking terminology, including, but not limited to, the terms "may", "believes", "estimates", "plans", "aims",
"targets", "projects", "anticipates", "expects", "intends", "will", "could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include matters that are not historical facts (such as,
amongst others, Estimated Rental Value ("ERV") targets) and include statements regarding Intu's intentions, beliefs or current
expectations. They are not guarantees of future performance. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and
developments to differ materially from those expressed or implied by the forward-looking statements. Any forward-looking
statements in this document reflect Intu's view with respect to future events as at the date of this document and are subject to
risks relating to future events and other risks, uncertainties and assumptions relating to Intu's operations, results of operations,
financial condition, growth, strategy, liquidity and the industry in which Intu operates. No assurances can be given that the
forward-looking statements in this document will be realised. Neither Intu nor the Joint Bookrunners undertake any obligation nor
do they intend to revise or update any forward-looking statements in this document to reflect events or circumstances after the
date of this document (except, in the case of Intu, to the extent required by the FSA, the London Stock Exchange or by
applicable law, the Listing Rules or the Disclosure and Transparency Rules or by the Listing Requirements of the JSE Limited).
None of the future projections, expectations, estimates or prospects in this document should be taken as forecasts or promises
nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future
projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the
assumptions, fully stated in the document. As a result of these risks, uncertainties and assumptions, the recipient should not
place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.
Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is
incorporated in, or forms part of, this announcement.
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or acquire, or the
solicitation of an offer to buy, sell, issue, or acquire any securities in any jurisdiction, nor shall there be any sale of securities in
any jurisdiction, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada or Japan.
This document may not be distributed, directly or indirectly, in or into the United States (including its territories and possessions,
any state of the United States and the District of Columbia), Australia, Canada or Japan or any other jurisdiction where to do so
would constitute a violation of the relevant securities law of such jurisdiction. Any failure to comply with the above restrictions
may constitute a violation of U.S., Australian, Canadian or Japanese securities laws. The distribution of this document in other
jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves
about, and observe, any such restrictions.
The securities mentioned herein have not been and will not be registered under the US Securities Act of 1933, as amended (the
"US Securities Act"), or under any securities laws of any State or other jurisdiction of the United States and may not be offered,
sold, resold, transferred or delivered, directly or indirectly, within the United States absent registration or pursuant to an
applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of
any State or other jurisdiction of the United States. There will be no public offer of the securities mentioned herein in the United
States. This announcement may not be released, published or distributed, directly or indirectly, in whole or in part, in or into the
United States other than to certain qualified institutional buyers as defined in the US Securities Act.
Note to US QIBs: There is a significant risk that the Company may be considered to be a Passive Foreign Investment Company
("PFIC") for US federal income tax purposes for the current taxable year and in one or more future taxable years. US investors
should consult their tax advisers regarding the potential application of the PFIC regime.
This document is only addressed to and is only directed at persons in member states of the European Economic Area (the
"EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and
amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and
any implementing measure in each relevant member state of the EEA ("Qualified Investors"). In the United Kingdom, this
document is only being directed to and is only directed at (a) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), as amended; (b) members or creditors of a corporate body within the meaning of Article 43 of the Order; (c) those
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persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (d) those persons to whom it can
otherwise lawfully be distributed (each, a "Relevant Person"). In South Africa, this document is only being directed to and is only
directed at (a) persons whose ordinary business, or part of whose ordinary business, is to deal in securities (whether as
principals or agents); (b) the Public Investment Corporation (as defined in the Public Investment Corporation Act, 2004); (c)
authorised Financial Services Providers (as defined in the Financial Advisory and Intermediary Services Act, 2002; or (d)
financial institutions (as defined in the Financial Services Board Act, 1990) (each, a "Qualified SA Investor").
Any investment or investment activity to which this communication relates is available only to (i) in the United Kingdom, Relevant
Persons; (ii) in any other member state of the EEA, Qualified Investors; and (iii) in South Africa, Qualified SA Investors, and will
be engaged in only with such persons. This document must not be acted or relied upon (a) in the United Kingdom, by persons
who are not Relevant Persons; (b) in any member state of the EEA, by persons who are not Qualified Investors; and (c) in South
Africa, by persons who are not Qualified SA Investors. Solicitations resulting from this document will only be responded to if the
person concerned is, (i) in the United Kingdom, a Relevant Person; (ii) in any other member state of the EEA, a Qualified
Investor; or (iii) in South Africa, a Qualified SA Investor.
This announcement has been issued by, and is the sole responsibility of, the Company. Neither Merrill Lynch International, UBS
Limited, HSBC Bank plc nor any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their
parent undertakings (such entities together, "Merrill Lynch International", "UBS" and "HSBC", respectively) or any of their
respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no
representation or warranty, express or implied, for or in respect of the contents of this announcement and, without prejudice to
the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for
any errors or omissions.
Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, and Merrill Lynch South Africa,
which is a registered sponsor and member of the JSE, are acting exclusively for Intu and no one else in connection with the
Placing, UK Admission and SA Admission and will not regard any other person (whether or not a recipient of this document) as a
client in relation to the Placing, UK Admission and SA Admission and will not be responsible to anyone other than Intu for
providing the protections afforded to its clients or for providing advice in relation to the Placing, UK Admission, SA Admission or
any transaction, arrangement or other matter referred to in this document.
UBS Limited is acting exclusively for Intu and no one else in connection with the Placing, UK Admission and SA Admission and
will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing, UK Admission
and SA Admission and will not be responsible to anyone other than Intu for providing the protections afforded to its clients or for
providing advice in relation to the Placing, UK Admission, SA Admission or any transaction, arrangement or other matter referred
to in this document.
HSBC Bank plc is acting exclusively for Intu and no one else in connection with the Placing, UK Admission and SA Admission
and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing, UK
Admission and SA Admission and will not be responsible to anyone other than Intu for providing the protections afforded to its
clients or for providing advice in relation to the Placing, UK Admission, SA Admission or any transaction, arrangement or other
matter referred to in this document.
Rothschild, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Intu and no
one else in relation to Placing and will not be responsible to anyone other than Intu for providing the protections afforded to
clients of Rothschild nor for providing advice in relation to the proposed transaction.
In connection with the Placing, any of the Joint Bookrunners or their affiliates, in each case, acting as an investor for its own
account, may take up as a proprietary position any securities sold in the Placing and in that capacity may retain, purchase or sell
for their own account such securities. In addition the Joint Bookrunners or their affiliates may enter into financing arrangements
and swaps with investors in connection with which the Joint Bookrunners (or their affiliates) may from time to time acquire, hold
or dispose of Intu's shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligation to do so.
The Financial Surveillance Department of the South African Reserve Bank has approved the Placing. The Placing Shares will be
regarded as approved inward listed instruments for South African Exchange Control purposes. All South African corporates,
trusts, partnerships and private individuals may participate in the Placing without restriction. South African institutional investors
may also participate in the Placing without affecting their permissible foreign portfolio investment allowances.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount
invested on disposal of the shares.
Sponsor
Merrill Lynch South Africa (Pty) Ltd
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Date: 27/02/2013 03:33:00 Supplied by www.sharenet.co.za
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