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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
LEI: 213800JSNTERD5CJZO95
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 The Peel Group, The Olayan Group and Brookfield
Property Group (each a “Consortium Member” and together the “Consortium”) regarding their
possible 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: 16 OCTOBER 2018
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the N/A
discloser making disclosures in respect of any
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:
Nil - Nil -
TOTAL:
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) 1,272,433 0.0939
Matthew Roberts 433,387 0.0320
Richard Gordon(3) 82,456,137 6.0851
Louise Patten 12,857 0.0009
Rakhi Goss-Custard 7,383 0.0005
Raymond Fine(4) 175,821 0.0130
Ian Burke 0 0
Notes
(1) Excluding interests held by John Whittaker and his alternate, Steven Underwood, and their close
relatives and related trusts, which will be included in the Rule 8.3 Opening Position Disclosure(s) to
be published by the Consortium or the Consortium Members.
(2) Includes interests held by Susan Clare Fischel.
(3) Includes interests held by close relatives of Richard Gordon who are acting (or presumed to be
acting) in concert with him and related trusts.
(4) Includes interests held by Beverley Fine and Jonathan Fine. Raymond Fine is an alternate
director to Richard Gordon.
2. OPTIONS AND AWARDS HELD BY DIRECTORS OF INTU PROPERTIES PLC IN INTU
PROPERTIES PLC SHARES:
Options and awards held by David Fischel:
Bonus Share Scheme
DATE OF AWARD NUMBER OF EXERCISE PRICE VESTING DATE
SHARES
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
9 March 2018 52,354 Nil 9 March 2020
9 March 2018 52,354 Nil 9 March 2021
Performance Share Plan
DATE OF AWARD NUMBER OF EXERCISE PRICE VESTING DATE
SHARES
29 April 2014 155,673 Nil 29 April 2019
11 March 2015 130,248 Nil 11 March 2019
11 March 2015 130,248 Nil 11 March 2020
7 March 2016 157,998 Nil 7 March 2019
7 March 2016 157,998 Nil 7 March 2020
7 March 2016 157,998 Nil 7 March 2021
7 March 2017 171,637 Nil 7 March 2020
7 March 2017 171,637 Nil 7 March 2021
7 March 2017 171,638 Nil 7 March 2022
9 March 2018 242,382 Nil 9 March 2021
9 March 2018 242,382 Nil 9 March 2022
9 March 2018 242,382 Nil 9 March 2023
Approved Share Option Plan
DATE OF AWARD NUMBER OF EXERCISE PRICE VESTING DATE
SHARES
28 May 2009 12,906 232.410p 28 May 2012
Joint Share Ownership Plan (JSOP)
DATE OF AWARD NUMBER OF THRESHOLD VESTING DATE
SHARES PRICE
10 August 2010 1,382,972 285.630p 10 August 2013
Share Incentive Plan
UNAVAILABLE TAXABLE TAX FREE TOTAL
5,248 5,604 12,374 23,226
Options and awards held by Matthew Roberts:
Bonus Share Scheme
DATE OF AWARD NUMBER OF EXERCISE PRICE VESTING DATE
SHARES
7 Mar 2016 41,271 Nil 7 March 2019
7 Mar 2017 45,719 Nil 7 March 2020
7 Mar 2017 46,982 Nil 7 March 2019
9 March 2018 41,322 Nil 9 March 2020
9 March 2018 41,322 Nil 9 March 2021
Performance Share Plan
DATE OF AWARD NUMBER OF EXERCISE PRICE VESTING DATE
SHARES
29 April 2014 119,748 Nil 29 April 2019
11 March 2015 102,696 Nil 11 March 2019
11 March 2015 102,696 Nil 11 March 2020
7 March 2016 124,580 Nil 7 March 2019
7 March 2016 124,580 Nil 7 March 2020
7 March 2016 124,580 Nil 7 March 2021
7 March 2017 135,473 Nil 7 March 2020
7 March 2017 135,474 Nil 7 March 2021
7 March 2017 135,474 Nil 7 March 2022
9 March 2018 191,309 Nil 9 March 2021
9 March 2018 191,309 Nil 9 March 2022
9 March 2018 191,308 Nil 9 March 2023
Approved Share Option Plan
DATE OF AWARD NUMBER OF EXERCISE PRICE VESTING DATE
SHARES
26 May 2010 11,203 267.750p 26 May 2013
Joint Share Ownership Plan (JSOP)
DATE OF AWARD NUMBER OF THRESHOLD VESTING DATE
SHARES PRICE
10 August 2010 481,387 285.630p 10 August 2013
Share Incentive Plan
UNAVAILABLE TAXABLE TAX FREE TOTAL
4,129 5,603 4,564 14,296
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 and/or Nil - Nil
controlled:
(2) Cash-settled derivatives: Nil - Nil
(3) Stock-settled derivatives (including Nil - Nil
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 and/or Nil - Nil -
controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives (including Nil - Nil -
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 and/or Nil - Nil
controlled:
(2) Cash-settled derivatives: Nil - Nil
(3) Stock-settled derivatives (including Nil - Nil
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”
None
(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: 18 OCTOBER 2018
Contact name: SUSAN MARSDEN
Telephone number: +44 207 960 1817
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: 18/10/2018 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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