18 Oct 2018 11:44
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")
1. KEY INFORMATION
(a) Full name of discloser: | The consortium comprising Brookfield Property Group, The Olayan Group ("Olayan") and The Peel Group ("Peel") (together, the "Consortium") |
(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. | In respect of Olayan, Olayan Investments Company Establishment, and in respect of Peel, Peel Holdings (IOM) Limited |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Intu Properties PLC |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 18 October 2018 |
(f) In addition to the company in 1(c) above, is the 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" | N/A
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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:
| Ordinary | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 396,914,800 (being the total of (i) Peel holding 361,460,736 (through Peel Chapel No.1 Limited, Peel Chapel No.2 Limited, Peel Chapel No.3 Limited and Peel Chapel No.4 Limited) and, (ii) Olayan holding 35,454,064 through Crescent Holding GmbH) | 29.29% | Nil | 0 |
(2) Cash-settled derivatives:
| Nil | 0 | 53,000,000(1) (being the total short position of Peel Chapel No.4 Limited) | 3.91% |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | 396,914,800 | 29.29% | 53,000,000 | 3.91% |
(1) See supplemental form and paragraph 4(b) below for further details.
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 which subscription right exists: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
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: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The following are persons acting in concert with Peel:
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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" |
N/A
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(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" | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The below disclosure is made in respect of Peel, in connection with a cash-settled collar arrangement and related security dated 12 October 2016 (and announced to the market on 13 October 2016) and entered into by Peel Chapel No.4 Limited.
(1) If any such date is not a trading day, the expiration date will be the next following trading day, unless such day falls in the next calendar month, in which case the expiration date will be the preceding trading day.
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | YES |
| Date of disclosure: | 18 October 2018 |
| Contact name: | Joe Hannon / Kush Nanjee |
| Telephone number: | 020 7888 8888 |
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.
SUPPLEMENTAL FORM 8 (SBL)
DETAILS OF SECURITIES BORROWING AND LENDING AND
FINANCIAL COLLATERAL ARRANGEMENTS BY
PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT
Note 5(l) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: | The consortium comprising Brookfield Property Group, The Olayan Group ("Olayan") and The Peel Group ("Peel") (together, the "Consortium"). Disclosures made below are made in respect of Peel. |
Name of offeror/offeree in relation to whose relevant securities this form relates: | Intu Properties plc |
2. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS
Class of relevant security:
| Ordinary | |
Number
| % | |
Securities borrowed: |
| |
Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement): |
53,000,000 | 3.91 |
Details of borrowed relevant securities which have been either on-lent or sold do not need to be disclosed.
3. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS
Class of relevant security | Nature of transaction e.g. securities lending/borrowing, delivery/receipt of recalled securities, entering into financial collateral arrangement with right of use, entering into title transfer collateral arrangement etc. | Number of securities |
Ordinary | Existing right of use under cash-settled collar arrangement and related security dated 12 October 2016 (and announced to the market on 13 October 2016) and entered into by Peel Chapel (No.4) Limited.
| 53,000,000 |
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.