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INTU PROPERTIES PLC - Public dealing disclosure by a party to an offer or person acting in concert

Release Date: 26/11/2018 14:19
Code(s): ITU     PDF:  
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Public dealing disclosure by a party to an offer or person acting in concert

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

LEI: 213800JSNTERD5CJZO95

                                                                                   FORM 8 (DD)

 PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN
    CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY
                             INVESTMENT CLIENTS)
            Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)

1.       KEY INFORMATION

(a) Identity of the party to the offer or person acting      DAVID FISCHEL
    in concert making the disclosure:
(b) Owner or controller of interests and short               DAVID FISCHEL
    positions disclosed, if different from 1(a):
    The naming of nominee or vehicle companies is
    insufficient
(c) Name of offeror/offeree in relation to whose             INTU PROPERTIES PLC
    relevant securities this form relates:                   (OFFEREE)
    Use a separate form for each offeror/offeree
(d) Status of person making the disclosure:                  PERSON ACTING IN CONCERT
    e.g. offeror, offeree, person acting in concert with     WITH THE OFFEREE
    the offeror/offeree (specify name of offeror/offeree)
(e) Date dealing undertaken:                                 22 NOVEMBER 2018

(f) Has the party previously disclosed, or is it today       NO
    disclosing, under the Code in respect of any
    other party to this offer?

2.       POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a)      Interests and short positions in the relevant securities of the offeror or offeree
         to which the disclosure relates following the dealing

Class of relevant security:                              ORDINARY SHARES

                                                 Interests               Short positions
                                             Number            %         Number          %
(1) Relevant securities owned               1,272,433        0.0939        N/A          N/A
    and/or controlled:
(2) Derivatives (other than                      0                0          N/A          N/A
    options):
(3) Options and agreements to                    0                0          N/A          N/A
    purchase/sell:
                                            1,272,433        0.0939          N/A          N/A
      TOTAL:

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, 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).
                                                                                             2



(b)     Rights to subscribe for new securities (including directors’ and other executive
        options)

Class of relevant security in relation to         Ordinary shares
which subscription right exists:
Details, including nature of the rights
concerned and relevant percentages:

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.


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
                                                                                                   3


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
5,698                  5,604                   12,374                23,676


3.       DEALINGS BY THE PERSON MAKING THE DISCLOSURE

(a)      Purchases and sales

 Class of relevant             Purchase/sale              Number of             Price per unit
     security                                             securities
ORDINARY                  PURCHASE -                         450              GBP 189.83 PENCE
SHARES                    AUTOMATIC
                          REINVESTMENT OF
                          DIVIDEND
                          PROCEEDS
                          PURSUANT TO
                          SHARE INCENTIVE
                          PLAN

(b)      Derivatives transactions (other than options)

      Class of      Product               Nature of dealing            Number of       Price per
      relevant     description         e.g. opening/closing a          reference          unit
      security      e.g. CFD             long/short position,          securities
                                       increasing/reducing a
                                          long/short position



(c)      Options transactions in respect of existing securities

(i)      Writing, selling, purchasing or varying

 Class       Product         Writing,      Number         Exercise       Type       Expiry    Option
   of       description    purchasing,         of          price          e.g.       date     money
relevant      e.g. call      selling,     securities      per unit     American,               paid/
security       option      varying etc.    to which                    European              received
                                            option                        etc.                per unit
                                            relates
                                                                                                4

(ii)    Exercising

  Class of relevant      Product description           Number of            Exercise price per
      security              e.g. call option           securities                  unit



(d)     Other dealings (including subscribing for new securities)

Class of relevant           Nature of dealing                Details           Price per unit (if
    security          e.g. subscription, conversion                              applicable)


The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class
of relevant security dealt in.

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 or person acting in concert
making the disclosure and any other person:
If there are no such agreements, arrangements or understandings, state “none”

NO


(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 or person acting in concert making the disclosure 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”

NO


(c)     Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)                                                   NO

Supplemental Form 8 (SBL)                                                              NO
                                                                                          5

Date of disclosure:                            26 November 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 and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s
dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.



26 November 2018

JSE Sponsor:
Merrill Lynch South Africa (Pty) Limited

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