18 Oct 2018 11:30
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 theirpossible offer for intu properties plc (the "Announcement").
This announcement is intu properties plc's opening position disclosure in relation to intuproperties plc which is required to be published within 10 business days of theAnnouncement 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 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? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 16 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:
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| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | - | Nil | - |
(2) Cash-settled derivatives:
| Nil | - | Nil | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | - | Nil | - |
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 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: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1.INTERESTS HELD BY DIRECTORS OF INTU PROPERTIES PLC AND THEIR CLOSE RELATIVES AND RELATED TRUSTS (EXCLUDING OPTIONS AND AWARDS SET OUT BELOW) (1)
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
Performance Share Plan
Approved Share Option Plan
Joint Share Ownership Plan (JSOP)
Share Incentive Plan
Options and awards held by Matthew Roberts: Bonus Share Scheme
Performance Share Plan
Approved Share Option Plan
Joint Share Ownership Plan (JSOP)
Share Incentive Plan
3. INTERESTS AND SHORT POSITIONS OF INTU PROPERTIES PLC CONNECTED ADVISERS IN ORDINARY SHARES OF INTU PROPERTIES PLC: UBS LIMITED
MERRILL LYNCH INTERNATIONAL, A SUBSIDIARY OF BANK OF AMERICA CORPORATION
N.M. ROTHSCHILD & SONS LIMITED
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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" |
None
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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" |
None
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(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.