Intu Properties Plc Form 8 (DD) - intu properties plc
09 March 2018 - 12:35AM
UK Regulatory
TIDMINTU TIDMINTU
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) Full name of discloser: David Fischel
(b) Owner or controller of interests and short N.A
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 intu properties plc (offeree)
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Status of person making the disclosure: Person acting in concert with
e.g. offeror, offeree, person acting in concert offeree (director)
with the offeror/offeree (specify name of offeror/
offeree)
(e) Date dealing undertaken: 7 March 2018
(f) In addition to the company in 1(c) above, is NO
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"
2. POSITIONS OF THE PERSON 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 following the dealing
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned and/ 1,186,558(1) 0.0876 N/A N/A
or controlled:
(2) Cash-settled derivatives: N/A N/A N/A N/A
(3) Stock-settled derivatives N/A N/A N/A N/A
(including options) and agreements
to purchase/sell:
1,186,558 0.0876 N/A N/A
TOTAL:
1. Includes interests held by Susan Clare Fischel.
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 (including directors' and
other employee options)
Class of relevant security in relation to Ordinary shares
which subscription right exists:
Details, including nature of the rights See below - options and awards held by
concerned and relevant percentages: David Fischel
Bonus Share Scheme
DATE OF AWARD NUMBER OF EXERCISE PRICE VESTING DATE
SHARES
11 March 2015 29,446 Nil 11 March 2018
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
Performance Share Plan
DATE OF AWARD NUMBER OF EXERCISE PRICE VESTING DATE
SHARES
21 May 2013 210,193 Nil 21 May 2018
(Linked to JSOP
award granted
21 May 2013)
29 April 2014 155,673 Nil 29 April 2018
29 Apr 2014 155,673 Nil 29 Apr 2019
11 Mar 2015 130,248 Nil 11 Mar 2018
11 Mar 2015 130,248 Nil 11 Mar 2019
11 Mar 2015 130,248 Nil 11 Mar 2020
7 Mar 2016 157,998 Nil 7 Mar 2019
7 Mar 2016 157,998 Nil 7 Mar 2020
7 Mar 2016 157,998 Nil 7 Mar 2021
7 Mar 2017 171,637 Nil 7 Mar 2020
7 Mar 2017 171,637 Nil 7 Mar 2021
7 Mar 2017 171,638 Nil 7 Mar 2022
Approved Share Option Plan
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 PRICE VESTING DATE
SHARES
10 August 2010 1,382,972 285.630p 10 August 2013
21 May 2013 210,193 305.390p 21 May 2018
Share Incentive Plan
UNAVAILABLE TAXABLE TAX FREE TOTAL
5,584 4,989 10,465 21,038
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
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.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a
principal trader in the same group as a connected adviser)
Class of relevant Purchase/sale Number of securities Price per unit
security
Ordinary shares N/A N/A N/A
(ii) Principal trader where the sole reason for the connection is that
the principal trader is in the same group as a connected adviser
Class of relevant Purchases/ sales Total number of Highest price per Lowest price per
security securities unit paid/ unit paid/
received received
N/A N/A N/A N/A N/A
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per unit
relevant description e.g. opening/closing a reference
security e.g. CFD long/short position, securities
increasing/reducing a
long/short position
N/A N/A N/A N/A N/A
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry Option
relevant description purchasing, securities price per e.g. date money
security e.g. call selling, to which unit American, paid/
option varying etc. option European received
relates etc. per unit
N/A N/A N/A N/A N/A N/A N/A N/A
(ii) Exercise
Class of relevant Product Exercising/ Number of Exercise price
security description exercised against securities per unit
e.g. call option
Ordinary Shares Right to acquire Existing intu 31,528 Nil
shares under the properties plc
intu properties shares
plc Bonus Scheme transferred by
employee benefit
trust
(d) Other dealings (including subscribing for new securities)
Class of relevant Nature of dealing Details Price per unit (if
security e.g. subscription, applicable)
conversion
N/A N/A N/A N/A
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:
Irrevocable commitments and letters of intent should not be included. If there
are no such agreements, arrangements or understandings, state "none"
N/A
(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"
N/A
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 8 March 2018
Contact name: Susan Marsden
Telephone number: +44 (0) 2078877073
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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
END
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