Wrap Text
Acquisition of two Regional Shopping Centres and a Retail Park, and fully Underwritten Rights Issue
INTU PROPERTIES PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: ITU
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, SWITZERLAND, CANADA, JAPAN OR ANY
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. IT IS NOT AN OFFER OF SECURITIES FOR SALE TO U.S.
PERSONS OR IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES,
SWITZERLAND, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR
CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE,
SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE ONLY ON
THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE PROSPECTUS
20 March 2014
INTU PROPERTIES PLC
ACQUISITION OF TWO REGIONAL SHOPPING CENTRES AND A RETAIL PARK, AND
FULLY UNDERWRITTEN RIGHTS ISSUE TO RAISE GROSS PROCEEDS OF £500 MILLION
Introduction
Intu announces that it has entered into agreements with certain Westfield Entities to acquire the Westfield Entities’ and
certain joint venture partners’ 50 per cent. interest in Westfield Merry Hill shopping centre, the Westfield Entities’ and
certain joint venture partners’ 100 per cent. interest in Westfield Derby shopping centre and the Westfield Entities’ 100
per cent. interest in Sprucefield retail park for an aggregate consideration of £867.8 million to be financed by new
debt facilities totalling £423.8 million and a fully underwritten Rights Issue of:
2 New Shares for every 7 Existing Shares at 180 pence or ZAR32.28 per New Share.
The Rights Issue is intended to raise gross proceeds of approximately £500 million and net proceeds of approximately
£488 million.
The UK Issue Price represents a discount of 42.5 per cent. to the Dividend Adjusted UK Closing Price on 19 March
2014 of 313.2 pence being the last day of trading prior to the announcement of the Rights Issue and a 36.5 per cent.
discount to the theoretical ex-rights share price based on the Dividend Adjusted UK Closing Price on 19 March 2014.
The South African Issue Price represents a discount of 42.1 per cent. to the Dividend Adjusted South African Closing
Price on 19 March 2014 of ZAR55.71 being the last day of trading prior to the announcement of the Rights Issue and
a 36.1 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted South African Closing
Price on 19 March 2014.
The Assets:
• Merry Hill is a super-regional prime shopping centre in the West Midlands and is located 10 miles west of
Birmingham. It has 1.4 million sq. ft. over two retail levels with 214 shop units and a further 0.3 million sq.
ft. of other adjacent retail space and attracts around 25 million customer visits annually. Merry Hill is number
13 in PMA’s ranking of UK shopping centres;
• Derby is an enclosed town centre shopping centre comprising 1.3 million sq. ft. of space with over 180 shop
units over two levels and a 12 screen cinema and attracts around 25 million customer visits annually. Derby
is number 18 in PMA’s ranking of UK shopping centres; and
• Sprucefield is a retail park in Northern Ireland originally developed in 2003. Sprucefield comprises five retail
units and has a total floor area of 230,000 sq. ft.
• The consideration payable is set out below:
Consideration Estimated Total
for the working capital consideration
Assets(1) at completion
(£ million) (£ million) (£ million)
Merry Hill Target Entities 407.5 0.2 407.7
Derby Target Entities 387.5 2.8 390.3
Sprucefield Target Entities 68.4 1.4 69.8
Total 863.4 4.4 867.8
Note:
(1) The consideration agreed with the Sellers for the Assets represents the property value as at 6
March 2014 for Merry Hill and Sprucefield. For Derby the consideration agreed with the Sellers is
£387.5 million which compares to the property value as at 6 March 2014 of £390.0 million.
Together the Assets generate net annual rent of £54.9 million. The Sellers currently hold their interest in Merry Hill
jointly with QIC. Following the Acquisition, QIC will retain its 50 per cent. holding and Intu will be appointed as
asset and development manager for Merry Hill. It is intended that Merry Hill will be rebranded as intu Merry Hill.
Key transaction highlights:
• The acquisition of the Assets represents a rare opportunity to acquire a further two prime regional shopping
centres, consistent with Intu's strategy of focusing on the UK’s largest and most successful destinations;
• Merry Hill occupies a strategic West Midlands location filling a gap in Intu’s national coverage and provides
opportunities to grow rental values and generate capital value growth over the medium term;
• The acquisition of Derby provides an attractive income return, with potential for capital growth from yield
compression;
• The acquisition of Sprucefield, at a relatively low capital cost, provides the potential for development of
further retail space over the longer term;
• Acquisition of high quality assets reinforces the Company’s position as the leading owner, developer and
manager of prime UK regional shopping centres;
• EPS accretive transaction in 2014 and overall capital structure maintained, together with the introduction of a
new partner; and
• The Rights Issue is fully underwritten and has received strong support from major shareholders, including
commitments from the Peel Group and the Gordon Family to take up 67,148,112 New Shares or 24.1 per
cent. in aggregate pursuant to the Rights Issue. Further support has been received from Coronation Asset
Management (Proprietary) Limited.
Commenting on the transaction, David Fischel, Chief Executive of Intu, said:
“The transaction is a rare and attractive opportunity to acquire a further two prime shopping centres in line with our
strategy to focus on the UK’s largest and most successful destinations. The acquisition strengthens Intu’s position as
the leading owner, developer and manager of prime UK shopping centres filling in gaps in our national coverage and
extending the footprint of our nationwide consumer facing brand and digital strategy. We are delighted to establish a
partnership with QIC, a major global investor, at Merry Hill.”
The Rights Issue is conditional, amongst other things, upon:
(a) UK Admission of the New Shares nil paid becoming effective by not later than 8:00 a.m. (London time) on
31 March 2014 (or such later time and/or date as the Company and the Banks may agree, but provided that the
Acceptance Date is not later than 2 May 2014);
(b) South African Admission of the New Shares and the Letters of Allocation to listing and trading on the JSE’s
Main Board for listed securities becoming effective by not later than the date of UK Admission; and
(c) the Underwriting Agreement otherwise becoming unconditional in all respects (other than in regard to
Admission and the South African Admission), and not having been terminated in accordance with its terms
prior to Admission.
The Acquisition is conditional on certain matters, including the receipt of funds from the Rights Issue and the
Facilities Agreements. In the unlikely event that following Admission the Acquisition does not complete, Intu will use
the proceeds of the Rights Issue to progress its development pipeline and, where possible, for acquisitions that fulfil
the Company’s clear strategic objectives in addition to general corporate purposes.
It is expected that a Prospectus will be published on 20 March 2014 containing full details of the Rights Issue. Once
published, the Prospectus will be made available on the Company’s website (http://www.intugroup.co.uk/), and will
be made available for inspection at its registered office: 40 Broadway, London SW1H 0BT, at the offices of Linklaters
LLP, One Silk Street, London EC2Y 8HQ and at the offices of Merrill Lynch South Africa (Pty) Ltd, 138 West Street,
Sandton, Johannesburg, South Africa 2196.
Rothschild is acting as Sponsor in connection with the Rights Issue and financial adviser in connection with the
Rights Issue and the Acquisition. Merrill Lynch South Africa (Pty) Ltd is acting as Sponsor in South Africa in
connection with the Rights Issue. Merrill Lynch International, UBS Limited and HSBC Bank plc are acting as Joint
Bookrunners in connection with the Rights Issue.
Summary Rights Issue timetable including key scrip dividend dates
UK South Africa
Transaction announcement Thursday 20 March Thursday 20 March
Record date for Rights Issue Tuesday 25 March Friday 4 April
Nil-paids trading to commence Monday 31 March Monday 31 March
Scrip calculation period (5 Monday 31 March / Friday Monday 31 March / Friday 4
days)(1) 4 April April
Scrip price, currency conversion Monday 7 April Monday 7 April
and scrip ratio announced
Last date to trade for participation Monday 14 April Thursday 10 April
in the Dividend(1)
Ex date for dividend(1) Tuesday 15 April Friday 11 April
Nil-paids cease trading Thursday 17 April Thursday 10 April
Record date for dividend (1) Thursday 17 April Thursday 17 April
Rights issue closes Thursday 17 April Thursday 17 April
Announcement of results of rights Tuesday 22 April Tuesday 22 April
issue
Settlement/Dealing in new, fully Tuesday 22 April Tuesday 22 April
paid shares starts
Rump placing Tuesday 22 April / Tuesday 22 April /
Wednesday 23 April Wednesday 23 April
Dividend payment date and Tuesday 20 May Tuesday 20 May
admission of scrip shares(2)
(1) New shares pursuant to the Rights Issue will not be entitled to the final dividend but will rank equally to the Existing Shares in all other
respects. For further details see the scrip dividend announcement released today.
(2) Dividend subject to approval at Intu’s Annual General Meeting.
This preceding summary should be read in conjunction with the full text of the following announcement and its
appendices. All defined terms have the meaning given to them in Appendix 4 to this announcement.
Enquiries:
Intu +44 (0)20 7960 1200
David Fischel Chief Executive
Matthew Roberts Finance Director
Kate Bowyer Business Relations Director
Rothschild +44 (0)20 7280 5000
Alex Midgen
Richard Blackwell
William Marshall
BofA Merrill Lynch +44 (0)20 7628 1000
Simon Mackenzie-Smith
Ed Peel
Matthew Blawat
UBS Investment Bank +44(0)20 7567 8000
Hew Glyn Davies
Thomas Raynsford
HSBC +44 (0)20 7991 8888
John Herbert
Simon Alexander
Laura Trimble
Hudson Sandler (UK Public Relations) +44 (0)20 7796 4133
Michael Sandler
Instinctif Partners (SA Public Relations) +27 (0)11 447 3030
Nick Williams / Frédéric Cornet
Sponsor:
Merrill Lynch South Africa (Pty) Ltd
IMPORTANT NOTICE
This announcement is not a prospectus but an advertisement and investors should not subscribe for or purchase any
New Shares referred to in this announcement except on the basis of the information contained in the Prospectus. No
money, securities or other consideration is being solicited and, if sent in response to the information herein, will not
be accepted.
Any purchase of New Shares in the proposed Rights Issue should be made solely on the basis of the information
contained in the final Prospectus to be issued by the Company in connection with the Rights Issue. The information
contained in this announcement is for background purposes only and no reliance may or should be placed by any
person for any purposes whatsoever on the information contained in this announcement or on its completeness,
accuracy or fairness. The information in this announcement is subject to change.
The date that the New Shares are admitted to trading may be influenced by things such as market conditions. There is
no guarantee that this admission will occur and you should not base your financial decisions on Intu’s intentions in
relation to such admission at this stage. Acquiring investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount invested. Persons considering making such investments
should consult an authorised person specialising in advising on such investments. This announcement does not
constitute a recommendation or advice concerning the Rights Issue. The value of shares can decrease as well as
increase. Potential investors should consult a professional advisor as to the suitability of the Rights Issue for the
person concerned.
Rothschild is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is acting exclusively for
Intu and no one else in connection with the Rights Issue and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other
than Intu for providing the protections afforded to clients of Rothschild or for providing advice in relation to the
Rights Issue and Acquisition or any other matters referred to in this announcement.
Merrill Lynch South Africa (Pty) Ltd is a registered sponsor and member of the JSE and is acting exclusively for Intu
and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than Intu for
providing the protections afforded to clients of Merrill Lynch South Africa (Pty) Ltd or for providing advice in relation
to the Rights Issue or any other matters referred to in this announcement.
Merrill Lynch International is authorised in the United Kingdom by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is
acting exclusively for Intu and no one else in connection with the Rights Issue and will not regard any other person
(whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible
to anyone other than Intu for providing the protections afforded to clients of Merrill Lynch International or for
providing advice in relation to the Rights Issue or any other matters referred to in this announcement.
HSBC Bank plc is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the
United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is acting
exclusively for Intu and no one else in connection with the Rights Issue and will not regard any other person (whether
or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to
anyone other than Intu for providing the protections afforded to clients of HSBC Bank plc or for providing advice in
relation to the Rights Issue or any other matters referred to in this announcement.
UBS Limited is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is acting exclusively for
Intu and no one else in connection with the Rights Issue and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other
than Intu for providing the protections afforded to clients of UBS Limited or for providing advice in relation to the
Rights Issue or any other matters referred to in this announcement.
In connection with the Rights Issue, Merrill Lynch International, UBS Limited and HSBC Bank plc and any of their
affiliates, acting as investors for their own accounts, may subscribe for or purchase New Shares and in that capacity
may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Shares and other
securities of the Company or related investments in connection with the Rights Issue or otherwise. Accordingly,
references in the Prospectus, once published, to the New Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing
by, Merrill Lynch International, UBS Limited and HSBC Bank plc and any of their affiliates acting as investors for
their own accounts. Merrill Lynch International, UBS Limited and HSBC Bank plc do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to
do so
Apart from the responsibilities and liabilities, if any, that may be imposed on of Rothschild, Merrill Lynch
International, HSBC Bank plc or UBS Limited by, and owed solely to the Financial Conduct Authority no
representation or warranty, express or implied, is made by Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill
Lynch International, HSBC Bank plc or UBS Limited or any person affiliated with Rothschild, Merrill Lynch South
Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited in relation to this document, including
as to the accuracy, completeness or verification of the information set forth in this announcement, in connection with
Intu or the Rights Issue and nothing contained in this announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or the future. None of Rothschild, Merrill Lynch South Africa
(Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited nor any of their respective Affiliates assumes
any responsibility in relation to this announcement, including its accuracy, completeness or verification and
accordingly they disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in
tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such
statement.
Each of Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc and UBS
Limited accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether
arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this
announcement or any such statement. Each of Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch
International, HSBC Bank plc and UBS Limited and/or their affiliates provide various investment banking,
commercial banking and financial advisory services from time to time to Intu.
No person has been authorised to give any information or to make any representations other than those contained in
this announcement and the Prospectus and, if given or made, such information or representations must not be relied
on as having been authorised by Intu, Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International,
HSBC Bank plc or UBS Limited. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and
Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there
has been no change in the affairs of Intu since the date of this announcement or that the information in it is correct as
at any subsequent date.
The information contained herein is restricted and is not for release, publication or distribution, directly or indirectly,
in whole or in part in, into or from the United States, any Restricted Jurisdictions or any jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction. The Provisional Allotment Letters, Forms of
Instruction, Nil Paid Rights, Fully Paid Rights and/or New Shares have not been and will not be registered under the
securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance
with any applicable securities laws.
No action has been taken by Intu that would permit an offer of the Provisional Allotment Letters, Forms of Instruction,
Nil Paid Rights, Fully Paid Rights and/or New Shares or possession or distribution of this announcement, the
Provisional Allotment Letters, the Forms of Instruction and/or the Prospectus or any other offering or publicity
material in any jurisdiction where action for that purpose is required, other than in the United Kingdom or South
Africa.
The distribution of this announcement, the Prospectus and/or the Provisional Allotment Letters and/or the Forms of
Instruction and/or the transfer or offering of Nil Paid Rights, Fully Paid Rights and/or New Shares into jurisdictions
other than the United Kingdom or South Africa is or may be restricted by law. Persons into whose possession this
announcement or any such document comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is for information purposes only and 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 any jurisdiction and should not be
relied upon in connection with any decision to subscribe for or acquire any of the Nil Paid Rights, Fully Paid Rights
and/or New Shares. 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 or any of the
Restricted Jurisdictions in which such an offer or solicitation would be unlawful.
This announcement and the information contained herein does not constitute or form a part of any offer or solicitation
to purchase or subscribe for securities in the United States. This announcement and the information contained herein
are not for distribution, 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). The Provisional Allotment Letters, Forms of Instruction,
Nil Paid Rights, Fully Paid Rights and/or New Shares have not been, and will not be, registered under the United
States Securities Act of 1933 (the “U.S. Securities Act”) or with any securities regulatory authority of any State or
other jurisdiction. The Placing Shares, Provisional Allotment Letters, Forms of Instruction, Nil Paid Rights, Fully
Paid Rights and/or New Shares may not be offered, sold, taken up, exercised, resold, renounced, transferred or
delivered in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. There will be no public offer of the Provisional Allotment Letters, Forms of
Instruction, Nil Paid Rights, Fully Paid Rights and/or New Shares in the United States.
The information in this press release may not be forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities
Act or the applicable laws of other jurisdictions.
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this
announcement should be interpreted to mean that earnings per share of Intu for the current or future financial years
would necessarily match or exceed the historical published earnings per share of Intu.
This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by, or in relation to, and no responsibility or liability is or will be accepted by
the Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited or
by any of their respective directors, officers, employees, affiliates or agents or by any adviser to the Company or by
any of their affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any interested party or its advisers, and any
responsibility or liability therefore is expressly disclaimed (or whether any information has been omitted from this
announcement).
Prices and values of, and income from, securities may go down as well as up and an investor may not get back the
amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice
should consult an independent financial adviser.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from
hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
Cautionary note regarding forward-looking statements
This announcement contains “forward-looking statements” regarding the belief or current expectations of the
Company, the Directors and other members of senior management about the Company’s businesses and the
transactions described in this announcement, including statements relating to possible future write-downs or
movements in property prices and the Company’s capital and financial planning projections. Generally, words such as
“may”, “could”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “seek”, “continue” or
similar expressions identify forward-looking statements.
These forward-looking statements are not guarantees of future performance. Rather, they are based on current views
and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside
the control of the Company and are difficult to predict, that may cause actual results to differ materially from any
future results or developments expressed or implied from the forward-looking statements.
These forward-looking statements speak only as at the date of this announcement. Except as required by the Financial
Conduct Authority,, the London Stock Exchange, the Part VI Rules or applicable law, neither the Company nor
Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited have
any obligation to update or revise publicly any forward-looking statement, whether as a result of new information,
further events or otherwise. Except as required by the Financial Conduct Authority, the London Stock Exchange, the
JSE, the Prospectus Directive, the Listing Rules, the Disclosure and Transparency Rules, the JSE Listing
Requirements or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s
expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is
based.
You are advised to read this announcement and the Prospectus and the information incorporated by reference therein,
in their entirety for a further discussion of the factors that could affect Intu’s future performance and the industries in
which the Group operates. In light of these risks, uncertainties and assumptions, the events described in the forward-
looking statements in this announcement may not occur.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, SWITZERLAND, CANADA, JAPAN OR ANY
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. IT IS NOT AN OFFER OF SECURITIES FOR SALE TO U.S.
PERSONS OR IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES,
SWITZERLAND, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR
CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE,
SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE ONLY ON
THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE PROSPECTUS
INTU PROPERTIES PLC
Acquisition of two regional shopping centres and a retail park, and fully underwritten Rights Issue to
raise gross proceeds of £500 million
1 Introduction
Intu Properties plc announces that it has entered into agreements with certain Westfield Entities to acquire the
Westfield Entities’ and certain joint venture partners’ 50 per cent. interest in Westfield Merry Hill shopping centre, the
Westfield Entities’ and certain joint venture partners’ 100 per cent. interest in Westfield Derby shopping centre and the
Westfield Entities’ 100 per cent. interest in Sprucefield retail park (together, the “Assets”) for an aggregate
consideration of £867.8 million to be financed by new debt facilities and a fully underwritten Rights Issue of:
2 New Shares for every 7 Existing Shares at 180 pence or ZAR32.28 per New Share.
The UK Issue Price represents a discount of 42.5 per cent. to the Dividend Adjusted UK Closing Price on 19 March
2014 of 313.2 pence being the last day of trading prior to the announcement of the Rights Issue and a 36.5 per cent.
discount to the theoretical ex-rights share price based on the Dividend Adjusted UK Closing Price on 19 March 2014.
The South African Issue Price represents a discount of 42.1 per cent. to the Dividend Adjusted South African Closing
Price on 19 March 2014 of ZAR55.71 being the last day of trading prior to the announcement of the Rights Issue and
a 36.1 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted South African Closing
Price on 19 March 2014.
The Rights Issue is intended to raise gross proceeds of approximately £500 million and net proceeds of approximately
£488 million. The Rights Issue is being made subject to and on the terms set out in the Prospectus to all Qualifying
Shareholders on the register of members of the Company at the close of business on the relevant Record Date.
New debt facilities entered into in relation to the Acquisition total £423.8 million. Further details are set out in
paragraph 8 of this announcement.
The Acquisition is conditional on certain matters, including the receipt of funds from the Rights Issue and the
Facilities Agreements described below. In the unlikely event that following Admission the Acquisition does not
complete, Intu will use the proceeds of the Rights Issue to progress its development pipeline and, where possible, for
acquisitions that fulfil the Company’s clear strategic objectives in addition to general corporate purposes.
2 Information on Intu
Intu is the UK’s leading shopping centre owner, developer and manager, with interests, prior to the Acquisition, in 17
shopping centres including ten of the UK’s top 25 and one of the top centres in Spain. With 18 million sq. ft. of retail,
catering and leisure space valued at £7.6 billion as at 31 December 2013, Intu’s centres attract around 350 million
customer visits a year and two-thirds of the UK population live within a 45 minute drive time of one of the centres.
Intu’s strategy is to provide compelling destinations for shoppers and to be the landlord that retailers want to do
business with, in order to create long term and sustainable growth in net rental income and thus generate superior
shareholder returns through dividend growth and capital appreciation over the long term.
The Board believes that the Group’s scale and focus are key to its successful development and operation of UK prime
regional shopping centres. As such assets are rarely traded, the Board would expect to consider opportunities that may
arise to acquire such interests, particularly where the Group’s operating skills can be applied through its specialist
asset and property management teams.
Additionally, Intu has a UK development pipeline of £1.2 billion over the next ten years on active management
projects at most of its centres and major extensions. Funding for this programme will include recycling of existing
assets including possible disposals and introduction of partners.
In this context, while there can be no certainty that a transaction will be concluded, Intu has, since announcing its
results on 28 February 2014, signed non-binding heads of terms with a third party investor to form a joint venture in
respect of intu Uxbridge. The proposed consideration from the investor for an 80 per cent. interest would represent a
small premium to the latest market value of intu Uxbridge of £213.9 million. Intu would retain a 20 per cent. interest
and be appointed as the asset manager of the centre.
3 Information on the Acquisition
(a) The terms of the Acquisition
Pursuant to the Acquisition, Intu will acquire for an aggregate consideration of £867.8 million the Westfield
Entities’ and certain joint venture partners’ 50 per cent. interest in the corporate entities that hold Merry Hill,
the Westfield Entities’ and certain joint venture partners’ 100 per cent. interest in the corporate entities that hold
Derby, and the Westfield Entities’ 100 per cent. interest in the corporate entities that hold Sprucefield as set out
in more detail in the table below.
Consideration Estimated Total
for the working capital consideration
Assets(1) at completion
(£ million) (£ million) (£ million)
Merry Hill Target Entities 407.5 0.2 407.7
Derby Target Entities 387.5 2.8 390.3
Sprucefield Target Entities 68.4 1.4 69.8
Total 863.4 4.4 867.8
Note:
(1) The consideration agreed with the Sellers for the Assets represents the property value as at 6
March 2014 for Merry Hill and Sprucefield. For Derby the consideration agreed with the Sellers is
£387.5 million which compares to the property value as at 6 March 2014 of £390.0 million.
The difference between the total consideration and the consideration for the Assets is £4.4 million which
represents the estimated level of the net working capital of the corporate entities being acquired at the expected
date of completion, which is expected to be around the beginning of May 2014.
The total consideration will be subject to a net asset value adjustment if the net asset value of (i) the corporate
entities owning the Assets and (ii) the corporate entities which own these companies and which are held by the
Sellers (excluding the value of the Assets) at completion of the Acquisition differs from the estimated net asset
value of the Target Entities.
Additionally, in the event that Intu secures certain planning consents for the Sprucefield development land
following the Acquisition, Intu will make an overage payment of an additional £2.5 million to the Sellers.
The Sellers currently hold their interest in the Merry Hill Target Entities which own the Assets (being English
limited partnerships) jointly with QIC. Following the Acquisition, QIC will retain its 50 per cent. holding in the
Merry Hill Target Entities and Intu will become party to the existing partnership agreements with QIC, setting
out the terms of their relationship as owners of the Merry Hill Target Entities. Intu will be appointed as asset
and development manager for Merry Hill and it is intended that Merry Hill will be rebranded as intu Merry
Hill.
QIC is Australia’s third largest institutional investment manager with over A$75 billion in funds under
management as at 31 December 2013. It was established in 1991 by the Queensland Government to manage its
long-term investments and has a client base spanning sovereign wealth funds, superannuation funds and other
institutional investors. QIC’s Global Real Estate division has around A$11 billion invested in Australian and
international retail and office assets as at 31 December 2013.
(b) Information on the Assets
(i) Merry Hill
Merry Hill comprises the main shopping centre together with a number of other adjoining, or nearby, assets
covering a total of 229 acres and providing 1.7 million sq. ft. of retail space. The shopping centre is a super-
regional centre in the West Midlands and is located 10 miles west of Birmingham, the UK’s second largest city
by population. Approximately 2.9 million people live within 45 minutes’ drive of Merry Hill.
The main shopping centre was originally developed in five phases from 1985 to 1990 and a new food court
was completed in 2009. The 1.4 million sq. ft. scheme is arranged over two retail levels, with seven primary
mall areas featuring 214 shop units across the centre including seven anchor stores, retail shops and food court
units (with seating capacity of around 1,200). Approximately 7 per cent. of the centre’s rental income is
derived from catering and leisure. The centre benefits from around 10,000 free car parking spaces.
The shopping centre is anchored by Marks & Spencer, Debenhams, Bhs, Primark, Sainsbury’s, Next and Asda.
The shopping centre currently has an occupancy of approximately 96 per cent. with a weighted average lease
length of 7.0 years (6.4 years to first break). Merry Hill is number 13 in PMA’s ranking of UK shopping
centres. The shopping centre attracts around 25 million customer visits annually with an average dwell time of
just under two hours.
In addition to the shopping centre, Merry Hill includes nine surrounding mixed-use assets and land parcels,
which comprise two retail warehouse parks, The Waterfront Properties which comprise a business park, the
waterfront offices and a leisure complex, a stand-alone Asda supermarket, an industrial estate, a petrol station
and approximately 47 acres of development land.
As at 6 March 2014 on the basis of a 50 per cent. interest, Merry Hill had net annual rent of £22.6 million and
was externally valued at £407.5 million. On a standalone basis and on the basis of a 50 per cent. interest, as at
6 March 2014, the shopping centre (excluding the surrounding mixed use assets) had net annual rent of £20.2
million and was externally valued at £371 million reflecting a net initial yield of 5.21 per cent. and a nominal
equivalent yield of 5.10 per cent.
(ii) Derby
Derby is an enclosed town centre shopping centre comprising 1.3 million sq. ft. of space with over 180 shop
units over two levels and a 12 screen cinema. The centre benefits from more than 3,600 car parking spaces.
The city of Derby is the third largest city in the East Midlands region with major employers including Rolls
Royce, Toyota and Bombardier. Approximately 950,000 people live within 30 minutes’ drive of the shopping
centre.
The centre is anchored by Marks & Spencer, Debenhams, Cinema De Lux and Sainsbury’s. Derby’s
predecessor, the Eagle Centre, was opened in 1975 and in 2004 construction started on a new scheme which
opened in 2007 doubling the size of the original centre. Derby has very high occupancy (99 per cent. as at 31
December 2013) and weighted average lease length of 7.9 years (7.1 years to first break). Approximately 12
per cent. of the centre’s rental income is derived from catering and leisure. Derby shopping centre is number
18 in PMA’s ranking of UK shopping centres. The shopping centre attracts around 25 million customer visits
annually with an average dwell time of just under 90 minutes.
As at 6 March 2014 Derby had net annual rent of £28.2 million and was externally valued at £390.0 million
reflecting a net initial yield of 6.89 per cent. and a nominal equivalent yield of 6.45 per cent.
(iii) Sprucefield
Sprucefield is a retail park in Northern Ireland originally developed in 2003. Sprucefield comprises five retail
units and has a total floor area of 230,000 sq. ft., with around 1,400 car park spaces. Sainsbury’s and B&Q are
the key anchor tenants.
The retail park currently has an occupancy of 100 per cent. with a weighted average lease length of 12 years.
Sprucefield is strategically located just 10 miles from Belfast city centre with excellent accessibility to the A1
and M1 with routes to Belfast and Dublin. Approximately 1.1 million people live within 45 minutes’ drive of
Sprucefield.
As part of the Acquisition, Intu will acquire a further 17.5 acres of development land adjacent to the retail park.
As at 6 March 2014 Sprucefield had net annual rent of £4.1 million and was externally valued at £68.4 million.
As at 6 March 2014 the retail units at Sprucefield on a standalone basis (excluding the adjacent development
land) were externally valued at £66.4 million reflecting net initial yield of 5.86 per cent. and a nominal
equivalent yield of 5.35 per cent.
(c) Background to and reasons for the Rights Issue and the Acquisition
The Board believes that the Acquisition provides a rare opportunity to acquire a further two prime shopping
centres and conforms with Intu’s focus on the UK’s large-scale, high quality regional shopping centres in prime
locations that typically outperform secondary locations over the longer term, reflecting the ongoing trend for
retail trade to gravitate towards the strongest locations. Additionally, Sprucefield represents an opportunity,
subject to planning, for further retail development on a strategically located site.
The Board believes that the Acquisition, which will be partially funded by the Rights Issue, is capable of
generating improved total returns for Shareholders over time for a number of reasons:
(i) Merry Hill occupies a strategic West Midlands location filling a gap in Intu’s national coverage and
provides opportunities to grow rental values and generate capital value growth over the medium term:
• The Board believes that, although it is a prime regional centre, Merry Hill’s relative position has
declined in recent years. The centre presents significant opportunities to re-engineer and update the
tenant mix encouraging large flagship formats and reducing the number of smaller units to make the
centre more relevant for retailers and customers;
• On a square foot basis for a super-regional centre, Merry Hill currently has a relatively low valuation
and rental levels. Current headline ITZA rents of £150 per square foot are below the PMA average for a
comparable regional shopping centre of £317 per square foot as well as for intu Trafford Centre of £405
per square foot and for intu Lakeside of £345 per square foot1;
• The Board is of the view that Merry Hill has the potential to be repositioned over the medium term as a
family day out destination with an integrated shopping, dining and leisure experience, extending dwell
time, trading hours and catchment;
• The short to medium term business plan for the centre is to pursue a number of initiatives to improve
the rental tone of the centre. Key initiatives include:
• rightsizing a number of existing key anchor and major space users to provide the retailers with
the appropriate space to trade at sustainable levels of rents;
• targeting key retailers not currently represented in the centre including international and
aspirational retailers;
• reducing the number of smaller standard units through amalgamation and minimising the number
of short term lettings;
• repositioning the food and beverage and leisure offering in the centre, in particular adding more
restaurants; and
• refreshing the appearance and ambience of the centre through rebranding and improved
promotional activities.
• Any capital expenditure for these initiatives will be incremental to the Group’s existing £1.2 billion UK
development pipeline. Disposals of certain of the ancillary assets may be considered which could
contribute capital for these initiatives. It is anticipated that, as a result of certain identified asset
management initiatives deemed necessary to improve medium-term rental tone, passing rents may fall
in the short term. It is expected that capital expenditure on the Assets will be minimal in the short term,
in particular prior to detailed plans being progressed with QIC in respect of Merry Hill over the medium
term.
(ii) The acquisition of Derby provides an attractive income return, with potential for capital growth from yield
compression:
• The Board believes Derby provides an opportunity to acquire a modern, prime in-town centre, which is
yet to reach its potential following the opening of a major redevelopment in 2007 shortly before the
downturn;
• The Board believes there are opportunities to generate additional value at Derby through an asset
management strategy which:
• rebalances the proportions of retail, catering and leisure to drive footfall and extend dwell time;
and
• reconfigures existing retail space to realign supply and demand for shop units;
• Rental levels being achieved at present are lower than comparable centres, which when combined with
the low vacancy rates presents an opportunity for ERV growth over the medium term. Current headline
(1) As at December 2013. Headline ITZA rent relates to the annual rent per square foot after expiry of concessionary periods in terms of Zone A.
ITZA rents of £110 per square foot compare to the PMA average for an equivalent centre of £208 per
square foot as well as for intu Eldon Square, Newcastle, and Manchester Arndale of £250 per square
foot2.
• Key asset management initiatives include:
• refocusing the retailer mix with more aspirational brands to appeal to the more affluent 35 year
old and over customers in the catchment area;
• improving the existing catering offer by adding restaurants in the upper level of the centre to
complement the fast food provision in the food court and as a result broaden the appeal and
provide a further draw in the evening in addition to the cinema;
• reducing the number of short term lettings;
• adding to the customer experience through improved promotional activities; and
• reducing the disparity in appearance and rents between the older and the redeveloped areas.
(iii) The acquisition of Sprucefield, at a relatively low capital cost, provides the potential for development of
further retail space over the longer term:
• The acquisition of Sprucefield implies a capital value for the retail units at Sprucefield of £66.4 million
and a net initial yield of 5.86 per cent.; and
• The 17.5 acres of development land adjacent to the existing retail park valued at £2.0 million have the
potential, subject to planning, for further retail development. Intu will consider its options with respect
to this site in due course.
(iv) Acquisition of high quality assets reinforces the Company’s position as the leading owner, developer and
manager of prime UK regional shopping centres:
• Derby and Merry Hill are both prime UK regional shopping centres, an attractive asset class given the
on-going trend for retail trade to gravitate towards the strongest destinations. The Board believes that
there are many advantages that can be gained through increasing the scale of Intu’s portfolio to enhance
returns from the portfolio as a whole including strengthening relationships with major national and
international retailers, increased national coverage of all intu centres leading to higher footfall,
enhanced commercialisation opportunities and opportunities to deliver operational efficiencies;
• The acquisition of Merry Hill will provide Intu with an important presence in the West Midlands, an
area of the UK where it is currently under-represented; and
• The transaction extends Intu’s footprint for its nationwide consumer facing brand and digital strategy.
(v) EPS accretive transaction in 2014 and overall capital structure maintained with support from existing
investors and a new partner:
• The Board expects the Acquisition to be accretive on an earnings per share basis following the
adjustment for the bonus element of the Rights Issue3;
• As at 6 March 2014 the combined net annual rent of the Assets was £54.9 million before an estimated
£2 million of further direct costs. It is anticipated that as a result of the Acquisition the Group will incur
an additional £2 million per annum of administration costs;
(2) As at December 2013. Headline ITZA rent relates to the annual rent per square foot after expiry of concessionary periods in terms of Zone A.
(3) This statement does not constitute, and should not be construed as, a profit forecast.
• The partnership with QIC on Merry Hill enables a capital-efficient acquisition and offers Intu the
opportunity to develop a relationship with a new major global financial partner;
• The balance of equity and debt funding is broadly in line with the existing Group capital structure; and
• The Rights Issue is supported by the Peel Group, the Gordon Family and Coronation Asset Management
(Proprietary) Limited, as described further in paragraph 12 “Shareholder intentions” below.
4 Information on the Rights Issue
The Rights Issue is intended to raise gross proceeds of £500 million and net proceeds of approximately £488 million.
The Rights Issue is being fully underwritten by the Underwriters.
Subject to the fulfilment of, amongst others, the conditions described below, the New Shares will be offered for
subscription to Qualifying Shareholders by way of Rights at 180 pence per New Share, in respect of Qualifying
Shareholders other than Qualifying South African Shareholders, or, in the case of Qualifying South African
Shareholders, ZAR32.28 per New Share, payable in full on acceptance. The Rights Issue will be on the basis of:
2 New Shares for every 7 Existing Shares
held by and registered in the names of Qualifying Shareholders (other than, subject to certain exceptions, Qualifying
Shareholders resident or with registered addresses in the United States or any of the Restricted Jurisdictions) on the
relevant Record Date and otherwise on the terms and conditions set out in the Prospectus and, in the case of
Qualifying Non-CREST Shareholders or Qualifying South African Shareholders holding certificated Shares (other
than, subject to certain exceptions, such Shareholders resident or with registered addresses in the United States or any
of the Restricted Jurisdictions), the Provisional Allotment Letters or Forms of Instruction respectively.
The UK Issue Price represents a discount of 42.5 per cent. to the Dividend Adjusted UK Closing Price of 313.2 pence
on 19 March 2014, being the last day of trading prior to the announcement of the Rights Issue and a 36.5 per cent.
discount to the theoretical ex-rights share price based on the Dividend Adjusted UK Closing Price on 19 March 2014.
The South African Issue Price represents a discount of 42.1 per cent. to the Dividend Adjusted South African Closing
Price of ZAR55.71 on 19 March 2014, being the last day of trading prior to the announcement of the Rights Issue and
a 36.1 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted South African Closing
Price on 19 March 2014.
Entitlements to New Shares arising under the Rights Issue will be rounded down to the nearest whole number and
fractional entitlements will not be allotted to Qualifying Shareholders but will be aggregated and placed in the market
for the benefit of the Company. Holdings of Existing Shares in certificated form and uncertificated form will be
treated as separate holdings for the purpose of calculating entitlements under the Rights Issue.
The Rights Issue is conditional upon:
(a) UK Admission of the New Shares nil paid becoming effective by not later than 8:00 a.m. (London time) on
31 March 2014 (or such later time and/or date as the Company and the Banks may agree, but provided that the
Acceptance Date is not later than 2 May 2014);
(b) South African Admission of the New Shares and the Letters of Allocation to listing and trading on the JSE’s
Main Board for listed securities becoming effective by not later than the date of UK Admission; and
(c) the Underwriting Agreement otherwise becoming unconditional in all respects (other than in regard to
Admission and the South African Admission), and not having been terminated in accordance with its terms
prior to Admission.
The Existing Shares are listed on the premium segment of the Official List and traded on the London Stock
Exchange’s main market for listed securities. Applications have been made for the New Shares to be admitted to
listing on the premium segment of the Official List and to trading on the London Stock Exchange’s main market for
listed securities. It is expected that Admission will become effective and dealings will commence (nil paid) in the New
Shares at 8:00 a.m. (London time) on 31 March 2014 and dealings in the New Shares (fully paid) will commence at
8:00 a.m. (London time) on 22 April 2014.
The Existing Shares have a secondary listing, and are traded, on the Main Board of the JSE. Application has been
made to JSE Ltd for the Letters of Allocation and the New Shares to be admitted to listing and trading on the Main
Board of the JSE. It is expected that South African Admission will become effective and that dealings on the JSE in
the Letters of Allocation (on a deferred settlement basis) will commence at 9:00 a.m. (Johannesburg time) on
31 March 2014 and in the New Shares (on a deferred settlement basis) will commence at 9:00 a.m. (Johannesburg
time) on 11 April 2014 and in the New Shares (fully paid) will commence at 9:00 a.m. (Johannesburg time) on 22
April 2014.
The expected timetables are set out in Appendices 1 and 2. Any changes to the timetable of the Rights Issue will be
announced by the Company in accordance with applicable rules in the United Kingdom and South Africa.
The New Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares and will
rank in full for all dividends and distributions thereafter declared, made or paid on the share capital of the Company,
save in respect of any dividend or distribution with a record date falling before the date of the issue of the New
Shares, including the recommended final dividend for 2013.
The Rights Issue will result in the issue of 278,241,628 New Shares, which will form approximately 22.2 per cent. of
the Shares in issue immediately following the Rights Issue.
The Company has entered into hedging arrangements comprising a combination of a forward sale and an option to
mitigate currency movements between the announcement and settlement of the Rights Issue.
The full terms and conditions of the Rights Issue will be set out in the Prospectus. The net proceeds of the Rights
Issue together with the new debt facilities will be used to fund the Acquisition and associated costs which are
estimated to be £18.0 million4. Any excess proceeds will be used for a combination of progressing the initiatives
identified at the Assets, progressing the Company’s development pipeline and general corporate purposes.
5 Financial position, current trading and prospects
As announced on 28 February 2014, the Group made progress during the year ended 31 December 2013 and ended
the year better positioned to create long term value through opportunities afforded by the changing retail landscape
through: (i) cultural change as a result of the Group’s rebranding; (ii) important milestones reached within the
development pipeline; and (iii) new debt and equity improving the Group’s financial position.
The financial highlights of the year ended 31 December 2013 are set out below:
• underlying earnings per share of 15.0 pence (2012 – 16.1 pence) reflecting £10 million impact of tenants who
entered administration in late 2012 and early 2013;
• an increase in property valuations of 1.8 per cent., comparing favourably with the IPD index, which increased
0.8 per cent.;
• a total property return of 7.3 per cent. (2012 – 6.0 per cent.); and
• net asset value per share of 380 pence (diluted, adjusted) reduced by 12 pence from 392 pence, including a
reduction of 15 pence from early termination of interest rate swaps and a 7 pence dilution from the equity
raising for the acquisition of Midsummer Place.
(4) Associated costs include stamp duty (£4 million), debt arrangement fees (£5 million), advisers’ fees (£3 million) and integration costs (£2 million).
Future prospects
The Directors are encouraged that the UK economy continued to recover during 2013. While household purchasing
power remains under pressure, there are signs of returning confidence and increasing appetite for lending. The
Directors believe that well configured space in prime shopping centres such as Intu’s will become increasingly
important as retail businesses adapt to the challenge of changing shopping habits.
Looking forward to the remainder of 2014, the relative stability of the second half of 2013 has enabled the Group to
prepare for upcoming developments by holding space vacant or on flexible terms to enable a timely start to a number
of development projects. Additionally, the Directors believe that the benefit of new lettings in 2013 will be more than
offset by (i) lease expiry concentrations; and (ii) the residual impact of 2013 tenant failures. The Directors expect the
combination of these factors to lead to a further year of reduced like-for-like net rental income in 2014. However, the
Directors expect that the Group’s development projects, tenant mix repositioning and effective asset management
approach will significantly enhance the long term total return of the business.
6 Dividend and dividend policy
The Directors have recommended a final dividend of 10.0 pence per share bringing the amount paid and payable in
respect of 2013 to 15.0 pence per share. New Shares issued pursuant to the Rights Issue will not be entitled to this
final dividend.
Applying the indicative bonus factor element5 of the Rights Issue to the total 2013 dividend shows that following the
Rights Issue the dividend of 15.0 pence per share would equate to approximately 13.6 pence per share. In the short
term, subject to performance and available resources, the Company would seek to maintain that level of dividend.
Over the medium term, subject to performance and available resources, the Company would aim to grow the dividend
as the appropriate coverage levels increase.
7 Financial impact of the Acquisition and the Rights Issue
It is expected that the Acquisition will be accretive to earnings per Ordinary Share in 2014 following the Acquisition
following the adjustment for the bonus element of the Rights Issue6.
8 Debt financing
Intu has entered into three debt facilities to raise £423.8 million to provide financing for the Acquisition. Individual
facilities have been raised and secured on each of the Assets. The three facilities have a weighted average all-in annual
cost of 2.5 per cent. for the first year. All three facilities have a margin step-up after twelve months7 and further step-
ups after each additional six month period.
Intu has entered into a £191.3 million facility agreement with Deutsche Bank AG, London Branch and HSBC Bank
plc to provide debt secured against its 50 per cent. stake in Merry Hill with a final maturity in September 2016 (with a
one year extension option). In 2012 QIC issued a CMBS against its 50 per cent. share of Merry Hill which matures in
2016. It is anticipated that in due course both parties will refinance their respective debt secured against their holdings
in Merry Hill through borrowing secured at the asset level.
(5) Based on the Dividend Adjusted UK Closing Price on 19 March 2014 of 313.2 pence being the last day of trading prior to the announcement of the
Rights Issue. The final bonus factor element of the Rights Issue will be based on the Dividend Adjusted UK Closing Price in pounds sterling of an
Existing Share trading on the London Stock Exchange on the last day of trading prior to the Existing Shares being marked “ex” which is expected to be 28
March 2014.
(6) This statement does not constitute, and should not be construed as, a profit forecast.
(7) After the first 12 months the margin step ups are 50 basis points for Merry Hill and Derby and 15 basis points for Sprucefield.
Intu has entered into a £202.5 million facility agreement with Lloyds Bank plc and UBS AG, London Branch to
provide debt secured against Derby with a final maturity in October 2016. It is intended that in due course this facility
will be refinanced through the Group’s Secured Group Structure.
Intu has entered into a £30.0 million facility agreement with HSBC Bank plc to provide debt secured against
Sprucefield with a final maturity in September 2016.
The combined loan to value ratio for the Acquisition is 48.9 per cent., which is broadly in line with that of the Group
as at 31 December 2013.
9 Intu Share Plans
The options and awards granted and subsisting under the Intu Share Plans (other than Intu’s Share Incentive Plan (the
“SIP”)) may be adjusted by the Company to take account of the Rights Issue in accordance with the rules of the
relevant scheme. Such adjustments will not be made until after the Rights Issue and, in the case of the Company’s
Approved Scheme, will require the approval of HMRC.
Relevant participants will be contacted separately with further information on how their options and/or awards may be
affected by the Rights Issue. Participants in the SIP or in joint ownership arrangements will be contacted separately
about their rights under the Rights Issue.
10 Convertible Bonds
The conversion price of the Peel Convertible Bonds may be required to be adjusted by the Company to take account
of the Rights Issue in accordance with the terms and conditions of the Peel Convertible Bonds. The exchange price of
the 2018 Convertible Bonds may be required to be adjusted by the Company to take account of the Rights Issue in
accordance with the terms and conditions of the 2018 Convertible Bonds.
Bondholders will be notified of any adjustment to the conversion price or the exchange price, as the case may be, as
soon as practicable following any determination in respect thereof, as provided in the relevant terms and conditions.
11 Action to be taken
In relation to the Rights Issue, if you are a:
• Qualifying Non-CREST Shareholder (other than, subject to certain exceptions, a Qualifying Non-CREST
Shareholder with a registered address in the United States or any of the Restricted Jurisdictions), you will be
sent a Provisional Allotment Letter giving you details of your Nil Paid Rights by post;
• Qualifying South African Shareholder who holds Shares in certificated form (other than, subject to certain
exceptions, a Qualifying South African Shareholder with a registered address in the United States or any of the
Restricted Jurisdictions), you will be sent a Form of Instruction giving you details of your Letters of Allocation
by registered mail;
• Qualifying CREST Shareholder (other than, subject to certain exceptions, a Qualifying CREST Shareholder
with a registered address in the United States or any of the Restricted Jurisdictions), you will receive a credit to
your appropriate stock accounts in CREST in respect of your Nil Paid Rights; and
• Qualifying South African Shareholder who holds Shares in uncertificated form (other than, subject to certain
exceptions, if you are a Qualifying South African Shareholder with a registered address in the United States or
any of the Restricted Jurisdictions) your CSDP/broker account in Strate will be credited with tradable Letters
of Allocation in respect of your Nil Paid Rights. You should be contacted by your CSDP or stockbroker (as the
case may be) who will provide you with instructions on how you can exercise your rights to subscribe for New
Shares on the basis of the terms of the Rights Issue in accordance with the terms of the custody agreement
between you and your CSDP or stockbroker.
The latest time and date for acceptance and payment in full in respect of the Rights Issue by Qualifying Shareholders
(other than South African Qualifying Shareholders) is expected to be 11:00 a.m. (London time) on 17 April 2014,
unless otherwise announced by the Company.
In respect of South African Qualifying Shareholders the latest time and date for acceptance and payment in full in
respect of the Rights Issue is expected to be 12:00 p.m. (Johannesburg time) on 17 April 2014, unless otherwise
announced by the Company.
The attention of Overseas Shareholders or any person who is holding Existing Shares for the benefit of Overseas
Shareholders (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal
obligation to forward the Prospectus or any Provisional Allotment Letter or Form of Instruction into a jurisdiction
other than the United Kingdom or Republic of South Africa is drawn to paragraph 9 of Section 2 of Part III of the
Prospectus when it is published. The offer of New Shares and the Rights Issue will not be made into certain
territories. Subject to the provisions of paragraph 9 of Section 2 of Part III of the Prospectus, Qualifying Shareholders
with a registered address, or who are located or resident, in the United States or any of the Restricted Jurisdictions will
not be sent a Prospectus, Provisional Allotment Letter or Form of Instruction and will not have their CREST accounts
credited with Nil Paid Rights or Strate accounts credited with tradable Letters of Allocation in respect of Nil Paid
Rights.
If you are in any doubt as to the action you should take, you should immediately seek your own financial advice from
your stockbroker, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised
under the FSMA if you are in the United Kingdom or, if you are outside the United Kingdom, by another
appropriately authorised independent financial adviser.
12 Shareholder intentions
The Peel Group has undertaken to the Company to take up its full entitlements pursuant to the Rights Issue in respect
of 188,946,817 Ordinary Shares, being the 185,096,817 Ordinary Shares currently held by the wholly owned
subsidiaries of Peel Chapel Holdings (IOM) Limited and a further 3,850,000 Ordinary Shares expected to be
transferred by other members of the Peel Group to such companies. The Company understands that such further
Ordinary Shares and the Rights and New Shares to be issued to such companies will be subject to the same security as
such companies have previously granted in respect of their current shareholdings in the Company.
Members of the Gordon Family or their related entities have undertaken to the Company to take up at least half of
their entitlements pursuant to the Rights Issue in respect of their holding of 92,143,204 Ordinary Shares.
Together, the Peel Group and the Gordon Family have undertaken to take up 67,148,112 New Shares, representing
24.1 per cent. of the New Shares to be issued pursuant to the Rights Issue.
Coronation Asset Management (Proprietary) Limited, the Company’s second largest shareholder, has informed the
Company that it is supportive of the Rights Issue.
13 Directors’ intentions
The Directors currently beneficially own, in aggregate, 198,341,548 Ordinary Shares, representing approximately 20.4
per cent. of the Company’s share capital as at 17 March 2014, being the latest practicable date prior to the publication
of the Prospectus, and currently intend to take up (or procure the taking up of) their entitlement to New Shares in full.
Such number of Ordinary Shares includes the Ordinary Shares held by the Peel Group and the Ordinary Shares held
by Richard Gordon which are the subject of the undertaking by the Gordon Family as set out in paragraph 12 above.
Enquiries:
Intu +44 (0)20 7960 1200
David Fischel Chief Executive
Matthew Roberts Finance Director
Kate Bowyer Business Relations Director
Rothschild +44 (0)20 7280 5000
Alex Midgen
Richard Blackwell
William Marshall
BofA Merrill Lynch +44 (0)20 7628 1000
Simon Mackenzie-Smith
Ed Peel
Matthew Blawat
UBS Investment Bank +44(0)20 7567 8000
Hew Glyn Davies
Thomas Raynsford
HSBC +44 (0)20 7991 8888
John Herbert
Simon Alexander
Laura Trimble
Hudson Sandler (UK Public Relations) +44 (0)20 7796 4133
Michael Sandler
Instinctif Partners (SA Public Relations) +27 (0)11 447 3030
Nick Williams / Frédéric Cornet
IMPORTANT NOTICE
This announcement is not a prospectus but an advertisement and investors should not subscribe for or purchase any
New Shares referred to in this announcement except on the basis of the information contained in the Prospectus. No
money, securities or other consideration is being solicited and, if sent in response to the information herein, will not
be accepted.
Any purchase of New Shares in the proposed Rights Issue should be made solely on the basis of the information
contained in the final Prospectus to be issued by the Company in connection with the Rights Issue. The information
contained in this announcement is for background purposes only and no reliance may or should be placed by any
person for any purposes whatsoever on the information contained in this announcement or on its completeness,
accuracy or fairness. The information in this announcement is subject to change.
The date that the New Shares are admitted to trading may be influenced by things such as market conditions. There is
no guarantee that this admission will occur and you should not base your financial decisions on Intu’s intentions in
relation to such admission at this stage. Acquiring investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount invested. Persons considering making such investments
should consult an authorised person specialising in advising on such investments. This announcement does not
constitute a recommendation or advice concerning the Rights Issue. The value of shares can decrease as well as
increase. Potential investors should consult a professional advisor as to the suitability of the Rights Issue for the
person concerned.
Rothschild is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is acting exclusively for
Intu and no one else in connection with the Rights Issue and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other
than Intu for providing the protections afforded to clients of Rothschild or for providing advice in relation to the
Rights Issue and Acquisition or any other matters referred to in this announcement.
Merrill Lynch South Africa (Pty) Ltd is a registered sponsor and member of the JSE and is acting exclusively for Intu
and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than Intu for
providing the protections afforded to clients of Merrill Lynch South Africa (Pty) Ltd or for providing advice in relation
to the Rights Issue or any other matters referred to in this announcement.
Merrill Lynch International is authorised in the United Kingdom by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is
acting exclusively for Intu and no one else in connection with the Rights Issue and will not regard any other person
(whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible
to anyone other than Intu for providing the protections afforded to clients of Merrill Lynch International or for
providing advice in relation to the Rights Issue or any other matters referred to in this announcement.
HSBC Bank plc is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the
United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is acting
exclusively for Intu and no one else in connection with the Rights Issue and will not regard any other person (whether
or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to
anyone other than Intu for providing the protections afforded to clients of HSBC Bank plc or for providing advice in
relation to the Rights Issue or any other matters referred to in this announcement.
UBS Limited is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is acting for Intu and no
one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than Intu for
providing the protections afforded to clients of UBS Limited or for providing advice in relation to the Rights Issue or
any other matters referred to in this announcement.
In connection with the Rights Issue, Merrill Lynch International, UBS Limited and HSBC Bank plc and any of their
affiliates, acting as investors for their own accounts, may subscribe for or purchase New Shares and in that capacity
may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Shares and other
securities of the Company or related investments in connection with the Rights Issue or otherwise. Accordingly,
references in the Prospectus, once published, to the New Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing
by, Merrill Lynch International, UBS Limited and HSBC Bank plc and any of their affiliates acting as investors for
their own accounts. Merrill Lynch International, UBS Limited and HSBC Bank plc do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to
do so.
Apart from the responsibilities and liabilities, if any, that may be imposed on of Rothschild Merrill Lynch
International, HSBC Bank plc or UBS Limited by, and owed solely to the Financial Conduct Authority, no
representation or warranty, express or implied, is made by Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill
Lynch International, HSBC Bank plc or UBS Limited or any person affiliated with Rothschild, Merrill Lynch South
Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited in relation to this document, including
as to the accuracy, completeness or verification of the information set forth in this announcement, in connection with
Intu or the Rights Issue and nothing contained in this announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or the future. None of Rothschild, Merrill Lynch South Africa
(Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited nor any of their respective Affiliates assumes
any responsibility in relation to this announcement, including its accuracy, completeness or verification and
accordingly they disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in
tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such
statement.
Each of Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc and UBS
Limited accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether
arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this
announcement or any such statement. Each of Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch
International, HSBC Bank plc and UBS Limited and/or their affiliates provide various investment banking,
commercial banking and financial advisory services from time to time to Intu.
No person has been authorised to give any information or to make any representations other than those contained in
this announcement and the Prospectus and, if given or made, such information or representations must not be relied
on as having been authorised by Intu, Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International,
HSBC Bank plc or UBS Limited. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and
Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there
has been no change in the affairs of Intu since the date of this announcement or that the information in it is correct as
at any subsequent date.
The information contained herein is restricted and is not for release, publication or distribution, directly or indirectly,
in whole or in part in, into or from the United States, any Restricted Jurisdictions or any jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction. The Provisional Allotment Letters, Forms of
Instruction, Nil Paid Rights, Fully Paid Rights and/or New Shares have not been and will not be registered under the
securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance
with any applicable securities laws.
No action has been taken by Intu that would permit an offer of the Provisional Allotment Letters, Forms of Instruction,
Nil Paid Rights, Fully Paid Rights and/or New Shares or possession or distribution of this announcement, the
Provisional Allotment Letters, the Forms of Instruction and/or the Prospectus or any other offering or publicity
material in any jurisdiction where action for that purpose is required, other than in the United Kingdom or South
Africa.
The distribution of this announcement, the Prospectus and/or the Provisional Allotment Letters and/or the Forms of
Instruction and/or the transfer or offering of Nil Paid Rights, Fully Paid Rights and/or New Shares into jurisdictions
other than the United Kingdom or South Africa is or may be restricted by law. Persons into whose possession this
announcement or any such document comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is for information purposes only and 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 any jurisdiction and should not be
relied upon in connection with any decision to subscribe for or acquire any of the Nil Paid Rights, Fully Paid Rights
and/or New Shares. 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 or any of the
Restricted Jurisdictions in which such an offer or solicitation would be unlawful.
This announcement and the information contained herein does not constitute or form a part of any offer or solicitation
to purchase or subscribe for securities in the United States. This announcement and the information contained herein
are not for distribution, 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). The Provisional Allotment Letters, Forms of Instruction,
Nil Paid Rights, Fully Paid Rights and/or New Shares have not been, and will not be, registered under the United
States Securities Act of 1933 (the “U.S. Securities Act”) or with any securities regulatory authority of any State or
other jurisdiction. The New Shares, Provisional Allotment Letters, Forms of Instruction, Nil Paid Rights, Fully Paid
Rights and/or New Shares may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered in
the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. There will be no public offer of the Provisional Allotment Letters, Forms of
Instruction, Nil Paid Rights, Fully Paid Rights and/or New Shares in the United States.
The information in this press release may not be forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities
Act or the applicable laws of other jurisdictions.
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this
announcement should be interpreted to mean that earnings per share of Intu for the current or future financial years
would necessarily match or exceed the historical published earnings per share of Intu.
This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by, or in relation to, and no responsibility or liability is or will be accepted by
the Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited or
by any of their respective directors, officers, employees, affiliates or agents or by any adviser to the Company or by
any of their affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any interested party or its advisers, and any
responsibility or liability therefore is expressly disclaimed (or whether any information has been omitted from this
announcement).
Prices and values of, and income from, securities may go down as well as up and an investor may not get back the
amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice
should consult an independent financial adviser.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from
hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
Cautionary note regarding forward-looking statements
This announcement contains “forward-looking statements” regarding the belief or current expectations of the
Company, the Directors and other members of senior management about the Company’s businesses and the
transactions described in this announcement, including statements relating to possible future write-downs or
movements in property prices and the Company’s capital and financial planning projections. Generally, words such as
“may”, “could”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “seek”, “continue” or
similar expressions identify forward-looking statements.
These forward-looking statements are not guarantees of future performance. Rather, they are based on current views
and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside
the control of the Company and are difficult to predict, that may cause actual results to differ materially from any
future results or developments expressed or implied from the forward-looking statements.
These forward-looking statements speak only as at the date of this announcement. Except as required by the Financial
Conduct Authority, the London Stock Exchange, the Part VI Rules or applicable law, neither the Company nor
Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited have
any obligation to update or revise publicly any forward-looking statement, whether as a result of new information,
further events or otherwise. Except as required by the Financial Conduct Authority, the London Stock Exchange, the
JSE, the Prospectus Directive, the Listing Rules, the Disclosure and Transparency Rules, the JSE Listing
Requirements or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s
expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is
based.
You are advised to read this announcement and the Prospectus and the information incorporated by reference therein,
in their entirety for a further discussion of the factors that could affect Intu’s future performance and the industries in
which the Group operates. In light of these risks, uncertainties and assumptions, the events described in the forward-
looking statements in this announcement may not occur.
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN THE UNITED KINGDOM
Each of the times and dates in the table below is indicative only and may be subject to change. The times in this
timetable are London times.
Approval of prospectus by UKLA and Rights Issue announcement ................................ Thursday 20 March 2014
Restrictions on transfers between UK Register and SA Register begin ................................ 5:00 p.m. on Thursday 20 March 2014
Record Date for entitlement under the Rights Issue for Qualifying CREST
6:00
Shareholders and Qualifying Non-CREST Shareholders................................................................ p.m. on Tuesday 25 March 2014
Despatch of Provisional Allotment Letters (to Qualifying Non-CREST
Shareholders only)(1) ................................................................................................ Friday 28 March 2014
Notice to be published in the London Gazette ................................................................ Friday 28 March 2014
Start of subscription period ................................................................................................ Monday 31 March 2014
Dealings in New Shares, nil paid, commence on the London Stock
Exchange(2) ................................................................................................................................ a.m. on Monday 31 March 2014
8:00
Existing Shares marked “ex” by the London Stock Exchange................................ 8:00 a.m. on Monday 31 March 2014
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST
Shareholders only)(1) ................................................................................................ 8:00 a.m. on Monday 31 March 2014
8:00 a.m. on Monday 31 March 2014
Nil Paid Rights and Fully Paid Rights enabled in CREST ................................................................
Recommended latest time and date for requesting withdrawal of Nil Paid
Rights and Fully Paid Rights from CREST (i.e. if your Nil Paid Rights and
Fully Paid Rights are in CREST and you wish to convert them to certificated
form) ................................................................................................................................ 4:30 p.m. on Friday 11 April 2014
Latest time for depositing renounced Provisional Allotment Letters, nil or fully
paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights
into a CREST stock account (i.e. if your Nil Paid Rights and Fully Paid Rights
are represented by a Provisional Allotment Letter and you wish to convert them
to uncertificated form) ................................................................................................ 3:00 p.m. on Monday 14 April 2014
3:00
Latest time and date for splitting Provisional Allotment Letters, nil or fully paid .............................p.m. on Tuesday 15 April 2014
Latest time and date for acceptance, payment in full and registration or
renunciation of Provisional Allotment Letters................................................................11:00 a.m. on Thursday 17 April 2014
Results of the Rights Issue announced(3) ............................................................................................a.m. on Tuesday 22 April 2014
7:00
Restriction on transfers between UK Register and SA Register ends ................................ 7:00 a.m. on Tuesday 22 April 2014
Dealings in New Shares, fully paid, commence on the London Stock
Exchange ................................................................................................................................ 8:00 a.m. on Tuesday 22 April 2014
New Shares credited to CREST stock accounts ................................................................ 8:00 a.m. on Tuesday 22 April 2014
By no later
Despatch of definitive share certificates for the New Shares in certificated form .............................than Wednesday 30 April 2014
Notes:
(1) The Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses in the United
States or the Restricted Jurisdictions, details of which are set out in Section 2 of Part III “Information in relation to
the Rights Issue” of this document.
(2) The Nil Paid Rights ISIN is GB00BKJ9QX26. The Fully Paid Rights ISIN is GB00BKJ9QY33.
(3) The results of the Rights Issue will be announced by way of a simultaneous RIS and SENS announcement at 7:00
a.m. (London time) on Tuesday 22 April 2014.
(4) The times and dates set out in the expected timetable of principal events above and mentioned throughout this
document may be adjusted by Intu in consultation with the Sponsor and the Underwriters, in which event details of
the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where
appropriate, Qualifying Shareholders by way of a simultaneous RIS and SENS announcement.
(5) References to times in this timetable are to London time.
(6) If you have any queries on the procedure for acceptance and payment, you should contact the UK Shareholder
Helpline on 0871 664 0321 (from inside the United Kingdom) or +44 20 8639 3399 (from outside the United
Kingdom). This UK Shareholder Helpline is available from 9:00 a.m. to 5:00 p.m. (London time) Monday to Friday
(excluding bank holidays). Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline,
excluding VAT, in addition to any service provider charges. Other network providers’ costs may vary. Calls to the
helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls
made from mobile telephones and call may be monitored or recorded. Please note that for legal reasons, the UK
Shareholder Helpline is only able to provide information contained in this document and information relating to
Intu’s register of members and is unable to give advice on the merits of the Rights Issue, or provide legal, financial,
tax or investment advice.
APPENDIX 2
EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN SOUTH AFRICA
Each of the times and dates in the table below is indicative only and may be subject to change. The times in this
timetable are Johannesburg times.
Rights Issue announcement ................................................................................................ Thursday 20 March 2014
Restrictions on transfers between UK Register and SA Register begins ................................ 7.00 p.m. on Thursday 20 March 2014
Last day to trade Existing Shares on the JSE to qualify to participate in the
Close of business on Friday 28 March 2014
Rights Issue (cum Rights) ................................................................................................
In respect of Qualifying South African Shareholders who hold their Shares in
certificated form, commencement of period during which the SA Registrar will
not dematerialise Existing Shares ...................................................................................Close of business on Friday 28 March 2014
Listing of and trading in Letters of Allocation on the JSE on a deferred
settlement basis begins(1) ................................................................................................ 9:00 a.m. on Monday 31 March 2014
Existing Shares marked “ex” by the JSE ................................................................ 9:00 a.m. on Monday 31 March 2014
Issue of Letters of Allocation and despatch of Forms of Instruction to
Qualifying South African Shareholders who hold their Shares in certificated
form(2) ................................................................................................................................ Tuesday 1 April 2014
Record Date for entitlements under the Rights Issue for Qualifying South
African Shareholders................................................................................................ Close of business on Friday 4 April 2014
In respect of Qualifying South African Shareholders who hold their Shares in
certificated form, end of period during which the SA Registrar will not
Close of business on Friday 4 April 2014
dematerialise Existing Shares ................................................................................................
Qualifying South African Shareholders who hold their Shares in uncertificated
form will have their accounts at their CSDP or broker automatically credited
with their Letters of Allocation (Rights Issue opens)(2) ................................................................9:00 a.m. on Monday 7 April 2014
Qualifying South African Shareholders who hold their Shares in certificated
form will have their Letters of Allocation credited to an account held with the
SA Registrar (Rights Issue opens)(2)................................................................................................ Monday 7 April 2014
In respect of Qualifying South African Shareholders who hold their Shares in
certificated form wishing to sell all or part of their Letters of Allocation, latest
time and date for submission of Form of Instruction to SA Registrar ................................ 12:00 p.m. on Thursday 10 April 2014
Last day to trade Letters of Allocation on the JSE to settle trades by the closing
date of the Rights Issue in order to participate in the Rights Issue ................................ 5:00 p.m. on Thursday 10 April 2014
Listing and trading of New Shares on the JSE and dealings in New Shares on a
deferred settlement basis commence ................................................................................................ 9:00 a.m. on Friday 11 April 2014
12:00 p.m. on Thursday 17 April 2014
Rights Issue closes .............................................................................................................................
In respect of Qualifying South African Shareholders who hold their Shares in
certificated form and who wish to exercise all or part of their Nil Paid Rights,
latest time and date for submission of completed Form of Instruction (with
payment in full) to the SA Registrar.............................................................................................12:00 p.m. on Thursday 17 April 2014
Record Date for Letters of Allocation ................................................................................................ 12:00p.m. on Thursday 17 April 2014
Results of Rights Issue announced(3) ................................................................................................8:00 a.m. on Tuesday 22 April 2014
Restrictions on transfers between UK Register and SA Register ends................................ 8:00 a.m. on Tuesday 22 April 2014
CSDP/broker accounts credited with New Shares and debited with payments
due in respect of New Shares in uncertificated form(7) .............................................................9:00 a.m. on Tuesday 22 April 2014
Despatch of definitive share certificates for the New Shares in certificated form .......................By no later than Wednesday 30 April 2014
Notes:
(1) Letters of Allocation will trade under the JSE code ITUN and ISIN ZAE000189585.
(2) The Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses in the United
States or the Restricted Jurisdictions, details of which are set out in Section 2 of Part III “Information in relation to
the Rights Issue” of this document.
(3) The results of the Rights Issue will be announced by way of a simultaneous RIS and SENS announcement at 8:00
a.m. (Johannesburg time) on Tuesday 22 April 2014.
(4) The times and dates set out in the expected timetable of principal events above and mentioned throughout this
document may be adjusted by Intu in consultation with the Underwriters, in which event details of the new times
and dates will be notified to JSE Ltd and, where appropriate, Qualifying South African Shareholders and announced
by way of a simultaneous RIS and SENS announcement.
(5) References to times in this timetable are to Johannesburg times.
(6) Qualifying South African Shareholders who hold their Shares in uncertificated form are required to inform their
CSDP or broker of their instructions in terms of the Rights Issue in the manner and time stipulated in the agreement
governing the relationship between the shareholder and their CSDP or broker.
(7) Share certificates may not be dematerialised or rematerialised between Friday 28 March 2014 and Friday 4 April
2014, both days inclusive. Qualifying South African Shareholders who hold their Existing Shares in uncertificated
form will have their accounts at their CSDP or broker automatically credited with their Letters of Allocation and
Qualifying South African Shareholders who hold their Existing Shares in certificated form will have their Letters of
Allocation credited to an account with the SA Registrar.
(8) CSDPs effect delivery in respect of Qualifying South African Shareholders who hold their shares in uncertificated
form on a delivery versus payment method.
(9) If you have any queries on the procedure for acceptance and payment, you should contact the South African
Shareholder Helpline on +27 11 370 5000 (from outside South Africa). This South African Shareholder Helpline is
available from 8:00 a.m. to 5:00 p.m. (Johannesburg time) Monday to Friday (except public holidays). Please note
that for legal reasons, the South African Shareholder Helpline is only able to provide information contained in this
document and information relating to Intu’s register of members and is unable to give advice on the merits of the
Rights Issue, or provide legal, financial, tax or investment advice.
APPENDIX 3
RIGHTS ISSUE INDICATIVE STATISTICS
2 New Shares for every 7
Basis of Rights Issue ..........................................................................................................................Shares
Existing
Price per New Share ........................................................................................................................... or ZAR32.28
180 pence
Discount to the theoretical ex-Rights price based on the Dividend Adjusted UK
36.5 per cent.
Closing Price of 313.2 pence per Share on 19 March 2014................................................................
Discount to the theoretical ex-Rights price based on the Dividend Adjusted South
African Closing Price of ZAR55.71 per Share on 19 March 2014 .....................................................
36.1 per cent.
973,845,701
Number of Shares in issue at the date of this document ................................................................
278,241,628
Number of New Shares to be issued by Intu ......................................................................................
1,252,087,329
Number of Shares in issue immediately following completion of the Rights Issue ...........................
New Shares as a percentage of enlarged issued share capital of Intu immediately
22.2 per cent.
following completion of the Rights Issue ...........................................................................................
£488 million
Estimated net proceeds receivable by Intu after expenses ................................................................
Estimated expenses of the Rights Issue ..............................................................................................
£12 million
APPENDIX 4
DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS
In this document the following expressions have the following meaning unless the context otherwise requires:
2018 Convertible Bonds £300.0 million 2.5 per cent. guaranteed convertible bonds due
2018 issued by Intu (Jersey) Limited, a subsidiary of the
Company, on 4 October 2012 to certain institutional investors.
Acceptance Date The date by which Qualifying Shareholders must exercise their
Rights in order to participate in the Rights Issue, which is
expected to be 17 April 2014.
Acquisition The acquisition of a 50 per cent. interest in the Merry Hill
Target Entities, a 100 per cent. interest in the Derby Target
Entities and a 100 per cent. interest in the Sprucefield Target
Entities by the Buyers from the Sellers.
Admission Together, UK Admission and South African Admission.
Admission and Disclosure Standards The “Admission and Disclosure Standards” of the London
Stock Exchange containing, among other things, the admission
requirements to be observed by companies seeking admission
to trading on the London Stock Exchange’s main market for
listed securities.
all-in annual cost The total annualised accounting charge as a percentage of debt
drawn, including interest payable and other costs such as
amortisation of fees incurred in the arrangement of the debt.
Banks Rothschild, Merrill Lynch South Africa, Merrill Lynch
International, HSBC and UBS.
Board The board of directors of Intu.
Business Day A day (excluding Saturdays and Sundays or public holidays in
England and Wales or South Africa) on which banks generally
are open for business in London or Johannesburg for the
transaction of normal business.
Buyers Certain subsidiaries of the Company.
CMBS Commercial mortgage backed securities notes.
Company Intu Properties plc, a company incorporated under the laws of
England and Wales (registered under no. 03685527), with its
registered office at 40 Broadway, London SW1H 0BT and
registered as an external company in South Africa (registered
under No. 1999/012910/10), with its registered external office
at Liberty Life Centre, 1 Ameshoff Street, Braamfontein,
Johannesburg, 2001 South Africa.
Convertible Bonds The Peel Convertible Bonds and the 2018 Convertible Bonds.
CREST The relevant system, as defined in the Uncertificated Securities
Regulations 2001 (SI 2001/3755) (in respect of which
Euroclear UK & Ireland Limited is the operator).
CREST Regulations The Uncertificated Securities Regulations 2001 (SI 2001/3755),
as amended.
CSDP A person that holds in custody and administers securities or an
interest in securities and that has been accepted in terms of the
Financial Markets Act by a central securities depository as a
participant in that central securities depository or a
“participant”, as defined in the Financial Markets Act.
Derby Westfield Derby shopping centre.
Derby Target Entities The corporate entities that hold the properties that comprise
Derby.
Directors The Executive Directors and Non-Executive Directors of the
Company.
Disclosure and Transparency Rules The rules relating to the disclosure of information made in
accordance with Section 73A(3) of the FSMA.
Dividend Adjusted South African The closing, middle market quotation in South African Rand of
Closing Price an Existing Share trading on the Johannesburg Stock Exchange,
less the South African Rand equivalent of the 2013 final
dividend of 10 pence per Existing Share which will not be
payable on the New Shares.
Dividend Adjusted UK Closing Price The closing, middle market quotation in pounds sterling of an
Existing Share trading on the London Stock Exchange, less the
2013 final dividend of 10 pence per Existing Share which will
not be payable on the New Shares.
Enlarged Issued Share Capital The Company’s ordinary issued share capital following the
issue of the New Shares.
EPRA European Public Real Estate Association, the publisher of Best
Practice Recommendations intended to make financial
statements of public real estate companies in Europe clearer,
more transparent and comparable.
EPS or earnings per share Earnings per Ordinary Share adjusted to exclude valuation
movements, exceptional items and related tax.
Exchange Control Regulations The Exchange Control Regulations of South Africa issued
under the Currency and Exchanges Act No. 9 of 1933.
Executive Directors David Fischel and Matthew Roberts.
Existing Shares The Ordinary Shares in issue as at the date of this document.
Ex-Rights Date 8.00 a.m. (London time) 31 March 2014 (in the case of
Shareholders whose Shares are on the UK Register) or 9.00
a.m. (Johannesburg time) 31 March 2014 (in the case of
Shareholders whose Shares are on the SA Register).
Facilities Agreements The three debt facility agreements entered into by the Buyers
and/or their subsidiaries and affiliates in relation to the part
funding of the price payable by the Buyers in relation to the
Acquisition and other costs related to the Acquisition.
Financial Adviser Rothschild.
Financial Conduct Authority or FCA The Financial Conduct Authority of the United Kingdom.
Financial Markets Act or FMA The South African Financial Markets Act No. 19 of 2012.
Form of Instruction Each of the forms of instruction, to be posted to Qualifying
South African Shareholders who hold their Existing Shares in
certificated form, in respect of their Letters of Allocation and
reflecting the entitlement of that Qualifying Shareholder to Nil
Paid Rights.
FSMA The Financial Services and Markets Act 2000, as amended.
Fully Paid Rights Rights to acquire the New Shares fully paid.
Gordon Family Sir Donald Gordon, Richard Gordon, their family and related
trusts.
Group The Company and, where appropriate, its subsidiaries from
time to time.
headline ITZA rent Annual contracted rent per square foot after expiry of
concessionary periods in terms of zone A.
HMRC HM Revenue & Customs.
HSBC HSBC Bank plc of 8 Canada Square, London E14 5HQ.
IFRS International Financial Reporting Standards as issued by the
International Accounting Standards Board.
Intu The Company or, where appropriate, the Group or the relevant
member of the Group.
Intu Share Plans or ESOP The Intu Properties plc Approved Share Option Scheme, the
Intu Properties plc Unapproved Share Option Scheme, the Intu
Properties plc Bonus Scheme and the Intu Properties plc Share
Incentive Plan.
IPD Investment Property Databank Ltd, producer of an independent
benchmark of property returns.
Issue Price The UK Issue Price or the South African Issue Price, as
appropriate.
Johannesburg Stock Exchange or JSE JSE Limited (Registration number 2005/022939/06), a
company duly registered and incorporated with limited liability
under the company laws of South Africa, licensed to operate an
exchange under the Financial Markets Act, or the securities
exchange operated by that company, as the context may require.
Joint Bookrunners HSBC, Merrill Lynch International and UBS.
JSE Listing Requirements The JSE’s listing requirements in force as at the date of this
document.
Letters of Allocation A renounceable letter of allocation issued by the Company in
electronic form conferring Nil Paid Rights on a Qualifying
South African Shareholder.
like-for-like basis In relation to investment properties, investment properties
which have been owned without significant capital expenditure
in any relevant period, so that income, capital and yields can be
compared on a like-for-like basis.
Listing Rules The Listing Rules made by the FCA under Part VI of the
FSMA.
London Stock Exchange or LSE London Stock Exchange plc.
Merrill Lynch International Merrill Lynch International of 2 King Edward Street, London
EC1A 1HQ.
Merrill Lynch South Africa Merrill Lynch South Africa (Pty) Limited of 138 West Street,
Sandton, Johannesburg, South Africa 2196.
Merry Hill Westfield Merry Hill shopping centre.
Merry Hill Target Entities The corporate entities that hold the properties that compromise
Merry Hill.
net initial yield Annualised net rent on investment property (after deduction of
revenue costs such as head rent, running void, service charge
after shortfalls, empty rates and merchant association
contribution) expressed as a percentage of the gross market
value before deduction of theoretical acquisition costs,
consistent with EPRA’s net initial yield.
net rental income The Group’s share of net rents receivable, having taken due
account of non-recoverable costs, bad debt provisions and
adjustments to comply with IFRS including those regarding
tenant lease incentives.
New Shares The new Ordinary Shares of 50 pence each proposed to be
issued and allotted by the Company pursuant to the Rights
Issue.
Nil Paid Rights In the case of Qualifying Shareholders (other than Qualifying
South African Shareholders), New Shares in nil paid form
provisionally allotted to such Qualifying Shareholders pursuant
to the Rights Issue and, in the case of Qualifying South African
Shareholders, the right to subscribe for New Shares at the South
African Issue Price, as represented by Letters of Allocation
automatically credited to their CSDP or broker accounts or, in
the case of Qualifying South African Shareholders who hold
their Shares in certificated form, the account of the SA
Registrar for the benefit of such Shareholder.
nominal equivalent yield The effective annual yield to a purchaser from the assets
individually at market value after taking account of notional
acquisition costs assuming rent is receivable annually in
arrears, reflecting estimated rental values but disregarding
potential changes in market rents.
Non-CREST Shareholders Shareholders whose Shares are on the UK Register and are held
in certificated form.
occupancy The passing rent of let and under offer units expressed as a
percentage of the passing rent of let and under offer units plus
ERV of un-let units, excluding development and recently
completed properties. Units let to tenants in administration and
still trading are treated as let and those no longer trading are
treated as un-let.
Official List The Official List of the FCA pursuant to Part VI of the FSMA.
Ordinary Shares or Shares The ordinary shares of 50 pence each in the share capital of the
Company (including, if the context requires, the New Shares).
Overseas Shareholders Shareholders or Qualifying Shareholders, as the context so
requires, who have registered addresses, or who are located,
outside the United Kingdom or South Africa.
Part VI Rules The rules contained in Part VI of the FSMA.
passing rent The Group’s share of contracted annual rents receivable at the
balance sheet date. This takes no account of accounting
adjustments made in respect of rent free periods or tenant
incentives, the reclassification of certain lease payments as
finance charges or any irrecoverable costs and expenses, and
does not include excess turnover rent, additional rent in respect
of unsettled rent reviews or sundry income such as from car
parks or similar.
Peel Convertible Bonds £154.3 million 3.75 per cent. perpetual subordinated
convertible bonds issued by the Company on 28 January 2011
to Peel Chapel Holdings (IOM) Limited and Peel Holdings
(TTC) Limited in connection with the acquisition of the
Trafford Centre.
Peel Group Peel Holdings Group Limited, a company incorporated in the
Isle of Man (registered no. 06198V), and its subsidiaries from
time to time.
PMA Property Market Analysis LLP, an independent property
consultancy firm dedicated to the provision of research and
forecasting in the property sector.
pounds sterling or £ The lawful currency of the United Kingdom.
Prospectus Rules The Prospectus Rules published by the FCA under Section 73A
of the FSMA.
Provisional Allotment Letters or PALs The renounceable provisional allotment letters relating to the
Rights Issue, expected to be dispatched to Qualifying Non-
CREST Shareholders (other than, subject to certain exceptions,
Qualifying Non-CREST Shareholders with registered addresses
in the United States or any of the Restricted Jurisdictions) as
described in Part III “Information in relation to the Rights
Issue” of the Prospectus.
QIC Queensland Investment Corporation and its subsidiaries.
Qualifying CREST Shareholder Shareholders whose Shares are on the UK Register as at the UK
Record Date and which are in uncertificated form and held
through CREST.
Qualifying Non-CREST Shareholder Shareholders whose Shares are on the UK Register as at the UK
Record Date and which are held in certificated form.
Qualifying Shareholder A Qualifying Non-CREST Shareholder, Qualifying CREST
Shareholder and/or Qualifying South African Shareholder, as
the case may be.
Qualifying South African Shareholders Shareholders on the SA Register as at the SA Record Date.
Rand or ZAR or R or Rand and cents The currency of South Africa.
Record Date The UK Record Date and/or the SA Record Date, as the context
so requires.
Restricted Jurisdiction Canada, Japan and Switzerland and any other jurisdiction
outside the United Kingdom or South Africa where the
Company is advised that the allotment or issue of New Shares
pursuant to the Rights Issue would or may infringe the relevant
laws and regulations for such jurisdiction or would or may
require to Company to obtain any governmental or other
consent or to effect any registration, filing or other formality
which, in the opinion of the Company, it would be unable to
comply with or is unduly onerous.
Rights The Nil Paid Rights and/or the Fully Paid Rights.
Rights Issue The 2 for 7 rights issue by the Company.
Rights Issue Entitlement Such number of New Shares to which a Qualifying Shareholder
is entitled.
Rothschild N M Rothschild & Sons Limited.
SA Record Date Close of business on 4 April 2014.
SDRT Stamp duty reserve tax.
Secured Group Structure or SGS The Group’s secured group structure established in February
2013 to provide a new debt funding platform through a special
purpose vehicle (Intu (SGS) Finance plc) for issuing investment
grade secured debt.
Sellers The Westfield Entities.
Senior Management The members of Intu Properties plc senior management team:
Mike Butterworth (Chief Operating Officer), Martin Ellis
(Construction Director), Hugh Ford (General Corporate
Counsel), Susan Marsden (Group Company Secretary), Trevor
Pereira (Digital and Commercial Director) and Peter Weir
(Group Financial Controller) (each a “Senior Manager”).
Senior Manager Each member of Senior Management.
SENS The Stock Exchange News Service of the Johannesburg Stock
Exchange.
Shareholder Holder of Ordinary Shares.
South Africa The Republic of South Africa.
South African Admission Admission, in accordance with the JSE Listing Requirements,
of the Letters of Allocation and the New Shares, as the context
requires, to listing and trading on the Main Board of the JSE.
South African Companies Act The Companies Act No. 71 of 2008, as amended.
South African Issue Price ZAR32.28, the price at which New Shares will be issued to
Qualifying South African Shareholders pursuant to the Rights
Issue.
South African Resident Shareholder A Qualifying Shareholder that is considered a resident of South
Africa under the Exchange Control Regulations.
Sponsor Rothschild.
Sprucefield Sprucefield retail park in Northern Ireland.
Sprucefield Target Entities The corporate entities that hold the properties that comprise
Sprucefield.
sq. ft. Square feet.
Strate Strate Limited (registration number 1998/022242/06), a
company incorporated in accordance with the laws of South
Africa, which is a registered central securities depository and
which is responsible for the electronic settlement system used
by the JSE.
subsidiary undertaking As defined in Section 1162 of the Companies Act.
Target Entities The Derby Target Entities, the Merry Hill Target Entities and
the Sprucefield Target Entities.
total property return The change in market value of property in the period adjusted
for the impact of any capital expenditure and/or capital
disposals in the period, plus net income receivable at the end of
the period expressed as a percentage of the market value at the
start of the period plus any capital expenditure in the period.
UBS UBS Limited of 1 Finsbury Avenue, London EC2M 2PP.
UK Admission The admission of the New Shares nil paid to the Official List
becoming effective in accordance with the Listing Rules and
the admission of the New Shares nil paid to trading on the
London Stock Exchange’s main market for listed securities,
becoming effective in accordance with the Admission and
Disclosure Standards.
UK Issue Price 180 pence, the price at which New Shares will be issued to
Qualifying Shareholders (other than Qualifying South African
Shareholders) pursuant to the Rights Issue.
UK Listing Authority or UKLA The FCA in its capacity as the competent authority for the
purposes of Part VI of the FSMA and in the exercise of its
functions in respect of the admission to the Official List
otherwise than in accordance with Part VI of the FSMA.
UK Record Date Close of business on 25 March 2014.
UK Register The register of members of the Company in the United
Kingdom.
uncertificated or in uncertificated form Recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST or
Strate and title to which, by virtue of the CREST Regulations,
may be transferred by means of CREST or by Strate, as the
case may be.
Underwriters HSBC, Merrill Lynch International and UBS.
Underwriting Agreement The sponsor and underwriting agreement dated 20 March 2014
between the Company and the Banks in respect of the Rights
Issue.
United Kingdom or UK The United Kingdom of Great Britain and Northern Ireland.
United States or US The United States of America, its territories and possessions,
any state of the United States and the District of Columbia.
US dollars or dollars or USD or US$ or United States dollars and cents, the current of the United States.
$
US Exchange Act The US Securities Exchange Act of 1934.
US Securities Act The US Securities Act of 1933.
VAT Value Added Tax.
Westfield Entities In respect of the corporate entities that hold (i) Merry Hill – UK
Shopping Centres (No. 1) LLC, UK Shopping Centres (No. 3)
LLC, The Westfield Core Shopping Centre Fund Limited
Partnership, Westfield Investments Pty Limited, Duelguide
Holdings Limited, Westfield Merry Hill Limited, Cavemont
Pty. Limited, UK Shopping Centres Trustee (No. 1) Limited,
UK Shopping Centres Trustee (No. 2) Limited and Westfield
Holdings Limited; (ii) Derby – Cavemont Pty. Limited,
Westfield UK Limited Partnership, The Westfield Core
Shopping Centre Fund Limited Partnership, Derby SLP Limited
Partnership, Westfield RSCF Management Pty Limited,
Westfield Developments Pty Limited and Westfield Holdings
Limited; and (iii) Sprucefield – Duelguide Holdings Limited,
Duelguide Limited and Westfield Holdings Limited.
Date: 20/03/2014 09:35:00 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.