TIDMINTU
RNS Number : 4797E
Intu Properties PLC
18 October 2018
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 their
possible offer for intu properties plc (the "Announcement").
This announcement is intu properties plc's opening position
disclosure in relation to intu
properties plc which is required to be published within 10
business days of the
Announcement 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.
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: INTU PROPERTIES PLC
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 16 OCTOBER 2018
The latest practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect N/A
of any other party to the offer?
If it is a cash offer or possible cash offer, state "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:
Interests Short positions
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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 -
-------- ------------- ---
Nil - Nil -
TOTAL:
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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
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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)
NAME NUMBER OF ORDINARY PERCENTAGE OF ISSUED
SHARES ORDINARY SHARE CAPITAL
(PER CENT.)
John Strachan 30,000 0.0022
Adele Anderson 32,504 0.0024
David Fischel(2) 1,272,433 0.0939
Matthew Roberts 433,387 0.0320
Richard Gordon(3) 82,456,137 6.0851
Louise Patten 12,857 0.0009
Rakhi Goss-Custard 7,383 0.0005
Raymond Fine(4) 175,821 0.0130
Ian Burke 0 0
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 DATE OF AWARD NUMBER OF SHARES EXERCISE PRICE VESTING DATE
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
9 March 2018 52,354 Nil 9 March 2020
9 March 2018 52,354 Nil 9 March 2021
Performance Share Plan DATE OF AWARD NUMBER OF SHARES EXERCISE PRICE VESTING DATE
29 April 2014 155,673 Nil 29 April 2019
11 March 2015 130,248 Nil 11 March 2019
11 March 2015 130,248 Nil 11 March 2020
7 March 2016 157,998 Nil 7 March 2019
7 March 2016 157,998 Nil 7 March 2020
7 March 2016 157,998 Nil 7 March 2021
7 March 2017 171,637 Nil 7 March 2020
7 March 2017 171,637 Nil 7 March 2021
7 March 2017 171,638 Nil 7 March 2022
9 March 2018 242,382 Nil 9 March 2021
9 March 2018 242,382 Nil 9 March 2022
9 March 2018 242,382 Nil 9 March 2023
Approved Share Option Plan DATE OF AWARD NUMBER OF SHARES EXERCISE PRICE VESTING DATE
28 May 2009 12,906 232.410p 28 May 2012
Joint Share Ownership Plan (JSOP) DATE OF AWARD NUMBER OF SHARES THRESHOLD PRICE VESTING DATE
10 August 2010 1,382,972 285.630p 10 August 2013
Share Incentive Plan UNAVAILABLE TAXABLE TAX FREE TOTAL
5,248 5,604 12,374 23,226
Options and awards held by Matthew Roberts:
Bonus Share Scheme DATE OF AWARD NUMBER OF SHARES EXERCISE PRICE VESTING DATE
7 Mar 2016 41,271 Nil 7 March 2019
7 Mar 2017 45,719 Nil 7 March 2020
7 Mar 2017 46,982 Nil 7 March 2019
9 March 2018 41,322 Nil 9 March 2020
9 March 2018 41,322 Nil 9 March 2021
Performance Share Plan DATE OF AWARD NUMBER OF SHARES EXERCISE PRICE VESTING DATE
29 April 2014 119,748 Nil 29 April 2019
11 March 2015 102,696 Nil 11 March 2019
11 March 2015 102,696 Nil 11 March 2020
7 March 2016 124,580 Nil 7 March 2019
7 March 2016 124,580 Nil 7 March 2020
7 March 2016 124,580 Nil 7 March 2021
7 March 2017 135,473 Nil 7 March 2020
7 March 2017 135,474 Nil 7 March 2021
7 March 2017 135,474 Nil 7 March 2022
9 March 2018 191,309 Nil 9 March 2021
9 March 2018 191,309 Nil 9 March 2022
9 March 2018 191,308 Nil 9 March 2023
Approved Share Option Plan DATE OF AWARD NUMBER OF SHARES EXERCISE PRICE VESTING DATE
26 May 2010 11,203 267.750p 26 May 2013
Joint Share Ownership Plan (JSOP) DATE OF AWARD NUMBER OF SHARES THRESHOLD PRICE VESTING DATE
10 August 2010 481,387 285.630p 10 August 2013
Share Incentive Plan UNAVAILABLE TAXABLE TAX FREE TOTAL
4,129 5,603 4,564 14,296
3. INTERESTS AND SHORT POSITIONS OF INTU PROPERTIES PLC CONNECTED ADVISERS IN ORDINARY SHARES
OF INTU PROPERTIES PLC:
UBS LIMITED Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities Nil - Nil -
owned and/or controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives Nil - Nil -
(including options) and
agreements to purchase/sell:
TOTAL: Nil - Nil -
MERRILL LYNCH INTERNATIONAL, A SUBSIDIARY OF BANK OF AMERICA CORPORATION Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities Nil - Nil -
owned and/or controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives Nil - Nil -
(including options) and
agreements to purchase/sell:
TOTAL: Nil - Nil -
N.M. ROTHSCHILD & SONS LIMITED Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities Nil - Nil -
owned and/or controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives Nil - Nil -
(including options) and
agreements to purchase/sell:
TOTAL: Nil - Nil -
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
(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
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
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Date of disclosure: 18 OCTOBER 2018
Contact name: SUSAN MARSDEN
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Telephone number: +44 207 960 1817
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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.
This information is provided by RNS, the news service of the
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END
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