TIDMINTU TIDMTTM
RNS Number : 0484D
Brookfield Property Group
04 October 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE A TAKEOVER OFFER OR AN OFFER OF SECURITIES. NO OFFER OR
SALE OF SECURITIES MAY OCCUR IN THE UNITED STATES UNLESS THE
TRANSACTION HAS BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933
OR IS EXEMPT FROM REGISTRATION THEREUNDER.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO UNDERTAKE ANY TRANSACTION
WHETHER UNDER RULE 2.7 OF THE TAKEOVER CODE OR OTHERWISE AND THERE
CAN BE NO CERTAINTY THAT ANY TRANSACTION WILL PROCEED, NOR AS TO
THE TERMS OF ANY SUCH TRANSACTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
4 October 2018
Statement regarding Intu Properties plc ("Intu")
The Peel Group ("Peel"), The Olayan Group ("Olayan") and
Brookfield Property Group on behalf of funds or vehicles which are
managed or advised by it ("Brookfield"), (together the
"Consortium"), note the recent press speculation and confirm that
the Consortium is in the preliminary stages of considering a
possible cash offer (the "Possible Offer") for the issued (and to
be issued) share capital of Intu not already owned by members of
the Consortium.
The Consortium's consideration of the Possible Offer is at a
preliminary and exploratory stage and no approach has been made to
the Board of Intu.
There can be no certainty that any transaction will ultimately
be forthcoming, nor can there be any certainty as to the terms of
any such transaction.
Pursuant to Rule 2.5 of the Code, the Consortium reserves the
right to introduce other forms of consideration and/or vary the
form or mix of consideration for the Possible Offer.
A further announcement will be made if appropriate.
In accordance with Rule 2.6(a) of the Code, the Consortium is
required, by not later than 5.00 pm (London time) on 1 November
2018 to announce a firm intention to make an offer for the shares
it does not already own in Intu in accordance with Rule 2.7 of the
Code or announce that it does not intend to make an offer, in which
case the announcement will be treated as a statement to which Rule
2.8 of the Code applies. This deadline can be extended with the
consent of the Panel in accordance with Rule 2.6(c) of the
Code.
As at the date of this announcement, Peel and Olayan, and their
respective concert parties are interested in 405,669,386 shares in
Intu in aggregate, representing approximately 29.9% of the share
capital of Intu. Brookfield is not interested in any shares in
Intu.
Enquiries:
Peel Group +44 16 1629 8200
Paul Newman
Steven Underwood
The Olayan Group +1 212 418 2700
Richard Hobson
Smithfield, PR adviser to Brookfield Property
Group +44 20 3047 2546
John Kiely
Ged Brumby
Rob Yates
Credit Suisse, financial adviser to the
Consortium +44 20 7888 8888
George Maddison
Steffen Doyle
Joe Hannon
Important notices
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on Brookfield's website at
(www.Brookfield.com). The content of the website referred to in
this announcement is not incorporated into and does not form part
of this announcement.
This communication is not intended to and does not constitute an
offer to buy or the solicitation of an offer to subscribe for or
sell or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction. The release,
publication or distribution of this communication in whole or in
part, directly or indirectly, in, into or from certain
jurisdictions may be restricted by law and therefore persons in
such jurisdictions should inform themselves about and observe such
restrictions.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdictions.
Credit Suisse International ("Credit Suisse"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the UK, is acting as lead financial adviser
exclusively for the Consortium and no one else in connection with
the matters set out in this announcement and will not be
responsible to any person other than the Consortium for providing
the protections afforded to clients of Credit Suisse, nor for
providing advice in relation to the content of this announcement or
any matter referred to herein. Neither Credit Suisse nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Credit Suisse in connection with this
announcement, any statement contained herein or otherwise.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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