TIDMINTU
RNS Number : 0556D
Intu Properties PLC
04 October 2018
LEI: 213800JSNTERD5CJZO95
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
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 IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER
WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE
MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
4 October 2018
intu properties plc
Response to statement re possible offer
intu properties plc ("intu") notes the statement by the Peel
Group, the Olayan Group and Brookfield Property Group (together the
"Consortium") in relation to a possible offer by the Consortium for
intu.
intu confirms that it has not received an approach from the
Consortium. The Board of intu has formed an independent committee
comprising all directors of intu other than John Whittaker, who is
connected to the Consortium. The independent committee will
consider any approach from the Consortium, if made, and a further
announcement will be made if and when appropriate.
In accordance with Rule 2.6(a) of the Code, the Consortium is
required, by not later than 5.00 p.m. on 1 November 2018, to either
announce a firm intention to make an offer for 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.
There can be no certainty that any proposal will be made or as
to the terms on which any proposal might be made.
The person responsible for arranging the release of this
announcement on behalf of intu is Susan Marsden, Group Company
Secretary.
Enquiries
intu +44 (0)207 887
Susan Marsden, Group Company Secretary 7004
Rothschild & Co (Financial Adviser to intu)
Alex Midgen +44 (0)207 280
Sam Green 5000
BofA Merrill Lynch (Financial Adviser and Corporate
Broker to intu)
Simon Mackenzie Smith +44 (0)20 7628
Ed Peel 1000
UBS (Financial Adviser and Corporate Broker to
intu)
Hew Glyn-Davies +44 (0)20 7568
Thomas Raynsford 0000
Powerscourt (PR adviser to intu)
Victoria Palmer-Moore +44 (0)20 7250
Justin Griffiths 1446
Notice related to financial advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for intu and
for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than intu
for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this
announcement.
BofA Merrill Lynch, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for intu and no one else in
connection with the subject matter of this announcement and will
not be responsible to anyone other than intu for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
UBS Limited, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as
corporate broker and financial adviser to intu and no one else in
connection with the Offer. In connection with such matters, UBS
Limited, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in relation to the Offer, the contents of this
Announcement or any other matter referred to herein.
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 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than in the United Kingdom and South Africa may
be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom and
South Africa should inform themselves about, and observe, any
applicable requirements. Any failure to comply with applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the possible merger disclaim any responsibility or liability for
the violation of such requirements by any person.
The shares mentioned in this announcement (the "Shares") have
not been and will not be registered under the US Securities Act or
under the securities laws of any state or other jurisdiction of the
United States. Accordingly, the Shares may not be offered, sold,
resold, delivered, distributed or otherwise transferred, directly
or indirectly, in or into the United States absent registration
under the US Securities Act of 1933 or an exemption therefrom.
There will be no public offer of Shares in the United States.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.intugroup.co.uk by no later
than 12 noon (London time) on 5 October 2018. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
Regulated Information Classification: Inside Information
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Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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