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INTU PROPERTIES PLC - Notification of Major Interest in Shares

Release Date: 13/10/2016 11:32
Code(s): ITU     PDF:  
Wrap Text
Notification of Major Interest in Shares

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
      INTU PROPERTIES PLC                          3.1.2 R, (ii) a disclosure made in
                                                   accordance with section 793 of the
                                                   Companies Act 2006, or (iii) in accordance
                                                   with paragraph 26 of the Model Code

                                                   TRANSACTION NOTIFIED IN
                                                   ACCORDANCE WITH DTR 3.1.2

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

      JOHN WHITTAKER                               PEEL CHAPEL NO.4 LIMITED

5.    Indicate whether the notification is in 6.   Description of shares (including class),
      respect of a holding of the person           debentures or derivatives or financial
      referred to in 3 or 4 above or in respect    instruments relating to shares
      of a non-beneficial interest
                                                   - ORDINARY SHARES OF 50P
      BENEFICIAL HOLDING OF
      PERSON MENTIONED IN BOX 4                    - PUT OPTIONS AND CALL OPTIONS (AS
      ABOVE                                          PART OF FINANCING ARRANGEMENTS)
7.   Name of registered shareholders(s)      8.      State the nature of the transaction
     and,
     if more than one, the number of shares        - ACQUISITION OF 22,258,276 ORDINARY
     held by each of them                             SHARES BY PEEL CHAPEL NO.4 LIMITED
                                                      (THE "MARKET PURCHASE SHARES")
     CHEMBANK NOMINEES LIMITED                        AND A DERIVATIVE TRANSACTION TO
                                                      PROVIDE FINANCING FOR SUCH
                                                      ACQUISITION

                                                    - AMENDMENT TO THE DERIVATIVE
                                                      FINANCING ARRANGEMENTS ENTERED
                                                      INTO ON 11 JUNE 2015 UNDER WHICH
                                                      PUT AND CALL OPTIONS (THE "2015
                                                      OPTIONS") WERE GRANTED OVER
                                                      30,741,724 ORDINARY SHARES (THE
                                                      "2015 OPTION SHARES") IN ORDER TO:
                                                      (1) EXTEND THE DERIVATIVE
                                                      FINANCING ARRANGEMENTS BY
                                                      GRANTING PUT AND CALL OPTIONS
                                                      (THE "NEW OPTIONS") OVER THE
                                                      MARKET PURCHASE SHARES IN
                                                      ADDITION TO THOSE IN RESPECT OF
                                                      THE 2015 OPTION SHARES; AND (2)
                                                      AMEND THE RANGE OF EXERCISE
                                                      PRICES IN RESPECT OF THE 2015
                                                      OPTIONS SO THAT THEY ARE
                                                      CONSISTENT WITH THE EXERCISE
                                                      PRICES RELATING TO THE NEW
                                                      OPTIONS GRANTED OVER THE MARKET
                                                      PURCHASE SHARES.

9.   Number of shares, debentures or          10.   Percentage of issued class acquired
     financial instruments relating to shares       (treasury shares of that class should not be
     acquired                                       taken into account when calculating
                                                    percentage)
     ? 22,258,276 MARKET PURCHASE
       SHARES ACQUIRED                              1.655% SHARES ACQUIRED THROUGH
     ? NEW PUT AND CALL OPTIONS                     MARKET PURCHASES
       GRANTED OVER 22,258,276
       MARKET PURCHASE SHARES
     ? AMENDMENT OF EXERCISE
       PRICES IN RESPECT OF THE
       2015 OPTION SHARES
       RELATING TO 30,741,724
       ORDINARY SHARES
11.   Number of shares, debentures or          12.    Percentage of issued class disposed
      financial instruments relating to shares        (treasury shares of that class should not be
      disposed                                        taken into account when calculating
                                                      percentage)
      N/A
                                                      N/A

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

      ? THE ACQUISITION OF THE                        - ACQUISITION OF MARKET PURCHASE
        22,258,276 MARKET PURCHASE                      SHARES TOOK PLACE ON 12 OCTOBER
        SHARES TOOK PLACE AT A                          2016 (LONDON)
        PRICE OF £2.8902 PER SHARE                    - PUT AND CALL OPTIONS GRANTED ON
      ? THE PUT AND CALL OPTIONS                        12 OCTOBER 2016 (LONDON)
        GRANTED OVER THE MARKET
        PURCHASE SHARES AND THE
        2015 OPTION SHARES UNDER
        THE AMENDED DERIVATIVE
        FINANCING ARRANGEMENTS
        HAVE A RANGE OF EXERCISE
        PRICES FROM £2.55 to £3.825
        PER SHARE


15.   Total holding following notification     16.    Date issuer informed of transaction
      and
      total percentage holding following              12 OCTOBER 2016
      notification (any treasury shares should
      not be taken into account when
      calculating percentage)

      358,977,415 SHARES (26.694% IN
      TOTAL)
    17.   Any additional information           18.   Name of contact and telephone number
                                                    for queries
          THE MARKET PURCHASE
          SHARES WERE FINANCED BY AN            CHRIS EVES
          ARRANGEMENT, UNDER WHICH              01624 827 503
          PEEL CHAPEL NO.4 LIMITED HAS
          (UNDER THE AMENDED
          ARRANGEMENTS IN RESPECT OF
          THE 2015 OPTION SHARES):

          (i)    PLEDGED THE MARKET
                 PURCHASE SHARES TO
                 THE COUNTERPARTY;
                 AND

          (ii)   GRANTED THE COUNTER-
                 PARTY THE RIGHT TO USE
                 THE MARKET PURCHASE
                 SHARES.

          ON MATURITY OF THE
          FINANCING ARRANGEMENT,
          PC4L IS ENTITLED, AT ITS
          ELECTION, TO SETTLE IN CASH
          OR RETURN THE MARKET
          PURCHASE SHARES AND THE
          2015 OPTION SHARES TO THE
          COUNTERPARTY

 

Susan Marsden

Group Company Secretary

020 7887 7004

Sponsor:

Merrill Lynch South Africa (Pty) Limited

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