4 Apr 2018 10:19
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: | Klépierre S.A. |
(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. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Klépierre S.A. - OFFEROR |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 29 March 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" | YES (1) Hammerson plc - OFFEREE (2) Intu Properties plc
Note: Intu Properties plc is not a party to the offer. Disclosure is provided at the request of the the Panel on Takeovers and Mergers.
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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:
| shares of 1.40 euro each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 13,683,880 | 4.35% | NIL | N/A |
(2) Cash-settled derivatives:
| NIL | N/A | NIL | N/A |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | N/A | NIL | N/A |
TOTAL: | 13,683,880 | 4.35% | NIL | N/A |
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: | NONE |
Details, including nature of the rights concerned and relevant percentages: | NONE |
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: | ||||
3(a) - shares in Klépierre S.A. held by directors of Klépierre S.A. and their connected persons | ||||
Klépierre S.A. director | Position | Shares | ||
David Simon | Chairman of the Supervisory Board | 62 | ||
Steven Fivel | Member of the Supervisory Board | 62 | ||
Stanley Shashoua | Member of the Supervisory Board | 60 | ||
John Carrafiell | Member of the Supervisory Board | 60 | ||
Béatrice de Clermont-Tonnerre | Member of the Supervisory Board | 60 | ||
Jeroen Drost | Member of the Supervisory Board | 60 | ||
Catherine Simoni | Member of the Supervisory Board | 60 | ||
Rose-Marie Van Lerberghe | Member of the Supervisory Board | 100 | ||
Florence Von Erb | Member of the Supervisory Board | 150 | ||
Jean-Marc Jestin | Chairman of the Executive Board | 63,627 | ||
Jean-Michel Gault | Member of the Executive Board | 43,905 | ||
Total | 108,206 | |||
3(b) - rights to subscribe for new securities in Klépierre S.A. (including directors' and other employee options) | ||||
Klépierre S.A. director | Position | |||
Jean-Michel Gault | Member of the Executive Board | 58,500 | ||
3(c) - interests held by persons deemed to be acting in concert with Klépierre S.A. | ||||
Concert Party | Number of Klépierre S.A. shares | Percentage of existing issued share capital | ||
Simon KP I S.a.r.l* | 31,962,074 | 10.16% | ||
Simon KP II S.a.r.l* | 31,962,074 | 10.16% | ||
* Simon KP I S.a.r.l and Simon KP II S.a.r.l are fellow, wholly-owned subsidiaries of Simon Property Group, L.P, which, in turn, is a wholly-owned subsidiary of Simon Property Group Inc. | ||||
3(d) - interests of Connected Advisors | ||||
GOLDMAN SACHS & CO. LLC | ||||
Interests | Short positions | |||
Number | Percentage holding | Number | Percentage holding | |
Relevant securities owned/controlled | 14,251 | 0.00 | 0 | 0.00 |
Cash-settled derivatives | 90,952 | 0.03 | 4,116 | 0.00 |
Stock-settled derivatives (including options) and agreements to purchase/sell | 0 | 0.00 | 0 | 0.00 |
Total | 105,203 | 0.03 | 4,116 | 0.00 |
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: | 4 April 2018 |
| Contact name: | Marie Therese Dimasi, Chief Legal & HR Officer
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| Telephone number: | +33 1 40 67 52 01 |
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.