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INTU PROPERTIES PLC - Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons

Release Date: 17/06/2014 07:55
Code(s): ITU     PDF:  
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Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons

INTU PROPERTIES PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code:      ITU

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITY AND CONNECTED PERSONS

1.    Name of the issuer                                     2.    State whether the notification relates to (i) a transaction
                                                                   notified in accordance with DTR 3.1.2 R, (ii) a
      INTU PROPERTIES PLC                                          disclosure made in accordance with section 793 of the
                                                                   Companies Act 2006, or (iii) in accordance with
                                                                   paragraph 26 of the Model Code

                                                                   NOTIFICATION IN ACCORDANCE WITH DTR
                                                                   3.1.2

3.    Name of person discharging managerial                  4     State whether notification relates to a person connected
      responsibilities/director                                    with a person discharging managerial
                                                                   responsibilities/director named in 3 and identify the
      JOHN WHITTAKER                                               connected person

                                                                   PEEL CHAPEL NO.1 LIMITED
                                                                   PEEL CHAPEL NO.2 LIMITED
                                                                   PEEL CHAPEL NO.3 LIMITED

5.    Indicate whether the notification is in respect of a   6.    Description of shares (including class), debentures or
      holding of the person referred to in 3 or 4 above or         derivatives or financial instruments relating to shares
      in respect of a non-beneficial interest1

      BENEFICIAL HOLDING OF PERSONS                                CONVERTIBLE BONDS AND ORDINARY
      MENTIONED IN BOX 4 ABOVE                                     SHARES OF 50p

7.    Name of registered shareholder(s) and, if more         8.    State the nature of the transaction
      than one, the number of shares held by each of
      them                                                         GRANT OF AN IRREVOCABLE UNDERTAKING
                                                                   BY EACH OF THE PERSONS NAMED IN BOX 4
      CHEMBANK NOMINEES LIMITED                                    ABOVE IN FAVOUR OF THE ISSUER TO
                                                                   PROCURE THE EXERCISE ON 1 JULY 2014 (OR
                                                                   AS SOON AS PRACTICABLE THEREAFTER, BUT
                                                                   IN ANY EVENT NO LATER THAN 4 JULY 2014)
                                                                   OF CONVERSION RIGHTS IN RESPECT OF THE
                                                                   £51,439,000 CONVERTIBLE BONDS HELD BY
                                                                   EACH OF THEM (£154,317,000 CONVERTIBLE
                                                                   BONDS IN TOTAL) IN THE ISSUER IN
                                                                   ACCORDANCE WITH THE TERMS OF AND
                                                                   CONDITIONS TO SUCH BONDS.

9.    Number of shares, debentures or financial              10.   Percentage of issued class acquired (treasury shares of
      instruments relating to shares acquired                      that class should not be taken into account when
                                                                   calculating percentage)
      UNDER THE TERMS OF THE IRREVOCABLE
      UNDERTAKING, THE PERSONS MENTIONED                           3.34% OF ORDINARY SHARES (ASSUMING NO
      IN BOX 4 ABOVE UNDERTAKE TO                                  ADJUSTMENT OF THE CONVERSION PRICE
      PROCURE THE CONVERSION OF, IN                                PRIOR TO CONVERSION)
      AGGREGATE, £154,317,000 CONVERTIBLE
      BONDS, RESULTING IN THE ISSUE OF
      42,394,779 ORDINARY SHARES OF 50P IN
      THE CAPITAL OF THE ISSUER (ASSUMING
      NO ADJUSTMENT TO THE CONVERSION
      PRICE PRIOR TO CONVERSION)

11.   Number of shares, debentures or financial              12.   Percentage of issued class disposed (treasury shares of
      instruments relating to shares disposed                      that class should not be taken into account when
                                                                   calculating percentage)
      SEE BOXES 8 AND 9 ABOVE FOR A
      DESCRIPTION OF THE UNDERTAKING TO                            N/A
      EXERCISE THE CONVERSION RIGHTS IN
      RESPECT OF THE CONVERTIBLE BONDS
      UNDER THE IRREVOCABLE UNDERTAKING


13.   Price per share or value of transaction            14.   Date and place of transaction

      THE CONVERSION OF THE CONVERTIBLE                        LONDON, 13 JUNE 2014
      BONDS IN ACCORDANCE WITH THE TERMS
      OF THE IRREVOCABLE UNDERTAKING
      WILL TAKE PLACE AT A PRICE OF £3.64 PER
      SHARE, IN ACCORDANCE WITH THE TERMS
      OF AND CONDITIONS TO SUCH BONDS,
      SUBJECT TO ANY FURTHER ADJUSTMENT
      OF THE CONVERSION PRICE IN
      ACCORDANCE WITH THE TERMS OF SUCH
      BONDS

15.   Total holding following notification and total     16.   Date issuer informed of transaction
      percentage holding following notification (any
      treasury shares should not be taken into account         13 JUNE 2014
      when calculating percentage)

      TOTAL INTEREST IN ORDINARY SHARES
      AT DATE OF IRREVOCABLE UNDERTAKING

      252,282,673 (19.887%)

      TOTAL INTEREST (INCLUDING SHARES
      ISSUABLE ON CONVERSION OF
      CONVERTIBLE BONDS)

      294,677,452 (23.229%)

17.   Any additional information                         18.   Name of contact and telephone number for queries

      THE 42,394,779 SHARES WILL, UPON ISSUE,                  GILLIAN GELLING/CHRIS EVES
      BE MADE SUBJECT TO AN EQUITABLE                          01624 827503
      CHARGE AS SECURITY FOR AN INTEREST
      BEAERING LOAN MADE AVAILABLE TO
      PEEL CHAPEL HOLDINGS (IOM) LIMITED
      (INITIALLY NOTIFIED TO THE MARKET ON
      3 FEBRUARY 2011).



16 June 2014

Simon Maynard
Assistant Company Secretary
0207 887 7108

Sponsor:
Merrill Lynch South Africa (Pty) Ltd

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