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INTU PROPERTIES PLC - Statement re possible offer at 210.4 pence per share

Release Date: 19/10/2018 08:12
Code(s): ITU     PDF:  
Wrap Text
Statement re possible offer at 210.4 pence per share

INTU PROPERTIES PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code:      ITU
LEI: 213800JSNTERD5CJZO95



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE TAKEOVER CODE (THE "CODE") AND THERE CAN BE NO CERTAINTY
THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

19 October 2018

intu properties plc (“intu” or the “Company”)

Statement re possible offer at 210.4 pence per share

On 4 October 2018 a consortium comprising the Peel Group, the Olayan Group and Brookfield Property
Group (together the "Consortium") announced that they were in the preliminary stages of considering a
possible cash offer for the Company.

intu confirms that on 11 October 2018 it received an indicative proposal from the Consortium of 205 pence
per share in cash, subject to an adjustment for dividends as set out below (the “Initial Indicative Proposal”).

The independent committee formed by intu (comprising all directors of intu other than John Whittaker, who
is connected to the Consortium) (the “Independent Committee”) and its financial advisers met to consider
the Indicative Proposal.

Following further engagement, on 17 October 2018 intu received a revised indicative proposal from the
Consortium of 215 pence per share in cash, subject to an adjustment for dividends as set out below (the
“Revised Indicative Proposal”).

The terms of both the Initial Indicative Proposal of 205 pence per share and the Revised Indicative Proposal
of 215 pence per share provide that the consideration will be reduced by any dividends or other distributions
declared, payable or paid by intu prior to completion including the interim dividend of 4.6 pence per share
due to be paid on 20 November 2018 (with an ex-dividend date of 18 October 2018).

Accordingly, should any offer on the terms of the Revised Indicative Proposal be forthcoming the
consideration would be 210.4 pence per share and may be reduced further by any other dividends or other
distributions declared, payable or paid by intu prior to completion.

Both proposals also included a number of pre-conditions and there can be no certainty (i) that any such
pre-conditions will be satisfied or waived (ii) that any offer will be made or as to the terms of any such offer
or (iii) that any offer, if made, will complete.
In order to advance discussions regarding the possible announcement of a firm offer, the Independent
Committee has resolved to grant the Consortium access to certain due diligence materials. A further
announcement will be made when appropriate.

intu intends to issue a trading update for the period from 1 July 2018 as soon as practicable, which will
include the outcome of an updated independent valuation of the Company's investment and development
properties as at 30 September 2018.

This announcement has not been made with the consent of the Consortium. In accordance with Rule 2.6(a)
of the Code, the Consortium is required, by not later than 5.00 p.m. on 1 November 2018, to either announce
a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce
that it does not intend to make an offer, in which case the announcement will be treated as a statement to
which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.

JSE Sponsor:
Merrill Lynch South Africa (Pty) Limited

Enquiries

 intu                                                                                 +44 (0)20 7887 7073
 Susan Marsden, Group Company Secretary


 Rothschild & Co (Financial Adviser to intu)                                          +44 (0)20 7280 5000
 Alex Midgen
 Sam Green


 BofA Merrill Lynch (Financial Adviser and Corporate Broker to intu)                  +44 (0)207 628 1000
 Simon Mackenzie Smith
 Ed Peel


 UBS (Financial Adviser and Corporate Broker to intu)                                 +44 (0)20 7568 0000
 Hew Glyn-Davies
 Thomas Raynsford


 Powerscourt (PR adviser to intu)                                                     +44 (0)20 7250 1446
 Victoria Palmer-Moore
 Justin Griffiths

Notice related to financial advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for intu and for no one else in connection
with the subject matter of this announcement and will not be responsible to anyone other than intu for
providing the protections afforded to its clients or for providing advice in connection with the subject
matter of this announcement.
BofA Merrill Lynch, which is authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting
exclusively for intu and no one else in connection with the subject matter of this announcement and will
not be responsible to anyone other than intu for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this announcement.

UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as corporate
broker and financial adviser to intu and no one else in connection with the Offer. In connection with such
matters, UBS Limited, its affiliates and their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in relation to the Offer, the contents of this
Announcement or any other matter referred to herein.

Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at
www.intugroup.co.uk by no later than 12 noon (London time) on 19 October 2018. The content of the
website referred to in this announcement is not incorporated into and does not form part of this
announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer period and, if later,
following the announcement in which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person’s interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s
interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel’s website at http://www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any offeror was first identified. If
you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing
Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

Regulated Information Classification: Inside Information

This announcement is the responsibility of Susan Marsden, Group Company Secretary

Date: 19/10/2018 08:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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