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Public Opening Position Disclosure By A Party To An Offer
INTU PROPERTIES PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: ITU
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
We refer to the announcement made by Hammerson plc on 6 December 2017 regarding its
recommended all-share offer for Intu Properties plc (the “Announcement”).
This announcement is Intu Properties plc’s opening position disclosure in relation to Intu
Properties plc which is required to be published within 10 business days of the
Announcement under the UK Takeover Code.
1. KEY INFORMATION
(a) Full name of discloser: INTU PROPERTIES PLC
(b) Owner or controller of interests and short
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s), settlor and
beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose INTU PROPERTIES PLC
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held:
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the YES
discloser making disclosures in respect of any HAMMERSON PLC
other party to the offer?
If it is a cash offer or possible cash offer, state “N/A”
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree
to which the disclosure relates
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned Nil - Nil -
and/or controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives Nil - Nil -
(including options) and
agreements to purchase/sell:
TOTAL: Nil - Nil -
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or
agreements to purchase or sell relevant securities, should be given on a Supplemental
Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements
should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to n/a
which subscription right exists:
Details, including nature of the rights n/a
concerned and relevant percentages:
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE
OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors’
and other employee options) of any person acting in concert with the party to the offer
making the disclosure:
1. INTERESTS HELD BY DIRECTORS OF INTU PROPERTIES PLC AND THEIR
CLOSE RELATIVES AND RELATED TRUSTS (EXCLUDING OPTIONS AND
AWARDS SET OUT BELOW) (1):
NAME NUMBER OF ORDINARY PERCENTAGE OF ISSUED
SHARES ORDINARY SHARE
CAPITAL (PER CENT.)
John Strachan 30,000 0.0022
Adele Anderson 32,504 0.0024
David Fischel(2) 1,155,030 0.0852
Matthew Roberts 341,992 0.0252
Richard Gordon(3) 110,336,261 8.1427
Louise Patten 12,857 0.0009
Rakhi Goss-Custard(4) 7,383 0.0005
Raymond Fine(5) 169,308 0.0125
Steven Underwood(6) 24,567 0.0018
Notes
(1) Excluding interests held by John Whittaker, his close relatives and related trusts which will be included in
the Rule 8.3 Opening Position Disclosure to be published by Peel Holdings (IoM) Limited.
(2) Includes interests held by Susan Clare Fischel.
(3) Includes interests held by the trust holding the Gordon Family Interests.
(4) Interests are held by Daniel Goss-Custard.
(5) Raymond Fine is an alternate director to Richard Gordon.
(6) Steven Underwood is an alternate director to John Whittaker.
2. OPTIONS AND AWARDS HELD BY DIRECTORS OF INTU PROPERTIES PLC IN
INTU PROPERTIES PLC SHARES:
(i) Options and awards held by David Fischel
Bonus Share Scheme
DATE OF NUMBER OF EXERCISE PRICE VESTING DATE
AWARD SHARES
11 March 2015 29,446 Nil 11 March 2018
7 March 2016 53,863 Nil 7 March 2018
7 March 2016 52,663 Nil 7 March 2019
7 March 2017 57,642 Nil 7 March 2020
7 March 2017 58,905 Nil 7 March 2019
Performance Share Plan
DATE OF NUMBER OF EXERCISE PRICE VESTING DATE
AWARD SHARES
21 May 2013 210,193 Nil 21 May 2018
(Linked to JSOP
award granted 21
May 2013)
29 April 2014 155,673 Nil 29 April 2018
29 Apr 2014 155,673 Nil 29 Apr 2019
11 Mar 2015 130,248 Nil 11 Mar 2018
11 Mar 2015 130,248 Nil 11 Mar 2019
11 Mar 2015 130,248 Nil 11 Mar 2020
7 Mar 2016 157,998 Nil 7 Mar 2019
7 Mar 2016 157,998 Nil 7 Mar 2020
7 Mar 2016 157,998 Nil 7 Mar 2021
7 Mar 2017 171,637 Nil 7 Mar 2020
7 Mar 2017 171,637 Nil 7 Mar 2021
7 Mar 2017 171,638 Nil 7 Mar 2022
Approved Share Option Plan
DATE OF NUMBER OF EXERCISE PRICE VESTING DATE
AWARD SHARES
28 May 2009 12,906 232.410p 28 May 2012
Joint Share Ownership Plan (JSOP)
DATE OF NUMBER OF THRESHOLD VESTING DATE
AWARD SHARES PRICE
10 August 2010 1,382,972 285.630p 10 August 2013
21 May 2013 210,193 305.390p 21 May 2018
Share Incentive Plan
UNAVAILABLE TAXABLE TAX FREE TOTAL
5,584 4,989 10,465 21,038
(ii) Options and awards held by Matthew Roberts
Bonus Share Scheme
DATE OF NUMBER OF EXERCISE PRICE VESTING DATE
AWARD SHARES
11 Mar 2015 23,122 Nil 11 Mar 2018
7 Mar 2016 42,471 Nil 7 Mar 2018
7 Mar 2016 41,271 Nil 7 Mar 2019
7 Mar 2017 45,719 Nil 7 Mar 2020
7 Mar 2017 46,982 Nil 7 Mar 2019
Performance Share Plan
DATE OF NUMBER OF EXERCISE PRICE VESTING DATE
AWARD SHARES
21 May 2013 161,686 Nil 21 May 2018
(Linked to JSOP
award granted 21
May 2013)
29 Apr 2014 119,748 Nil 29 Apr 2018
29 Apr 2014 119,748 Nil 29 Apr 2019
11 Mar 2015 102,696 Nil 11 Mar 2018
11 Mar 2015 102,696 Nil 11 Mar 2019
11 Mar 2015 102,696 Nil 11 Mar 2020
7 Mar 2016 124,580 Nil 7 Mar 2019
7 Mar 2016 124,580 Nil 7 Mar 2020
7 Mar 2016 124,580 Nil 7 Mar 2021
7 Mar 2017 135,473 Nil 7 Mar 2020
7 Mar 2017 135,474 Nil 7 Mar 2021
7 Mar 2017 135,474 Nil 7 Mar 2022
Approved Share Option Plan
DATE OF NUMBER OF EXERCISE PRICE VESTING DATE
AWARD SHARES
26 May 2010 11,203 267.750p 26 May 2013
Joint Share Ownership Plan (JSOP)
DATE OF NUMBER OF THRESHOLD VESTING DATE
AWARD SHARES PRICE
10 August 2010 481,387 285.630p 10 August 2013
21 May 2013 161,686 305.390p 21 May 2018
Share Incentive Plan
UNAVAILABLE TAXABLE TAX FREE TOTAL
4,634 4,989 2,823 12,446
3. INTERESTS AND SHORT POSITIONS OF INTU PROPERTIES PLC CONNECTED
ADVISERS IN ORDINARY SHARES OF INTU PROPERTIES PLC:
UBS LIMITED
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned Nil - Nil -
and/or controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives Nil - Nil -
(including options) and
agreements to purchase/sell:
TOTAL: Nil - Nil -
MERRILL LYNCH INTERNATIONAL, A SUBSIDIARY OF BANK OF AMERICA
CORPORATION
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned Nil - Nil -
and/or controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives Nil - Nil -
(including options) and
agreements to purchase/sell:
TOTAL: Nil - Nil -
N.M. ROTHSCHILD & SONS LIMITED
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned Nil - Nil -
and/or controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives Nil - Nil -
(including options) and
agreements to purchase/sell:
TOTAL: Nil - Nil -
Details of any open stock-settled derivative positions (including traded options), or
agreements to purchase or sell relevant securities, should be given on a Supplemental Form
8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements
should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding,
formal or informal, relating to relevant securities which may be an inducement to deal
or refrain from dealing entered into by the party to the offer making the disclosure or
any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state “none”
Nil
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between
the party to the offer making the disclosure, or any person acting in concert with it, and
any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure:
0B 18 December 2017
Contact name:
1B Susan Marsden
Telephone number:
2B +44 207 887 7073
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information
Service.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s
disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
JSE Sponsor:
Merrill Lynch South Africa (Pty) Limited
Date: 18/12/2017 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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