TIDMINTU
RNS Number : 1384I
Intu Properties PLC
22 November 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 TAKEOVER CODE (THE "CODE") AND
THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE
TERMS OF ANY SUCH OFFER EVEN IF THE PRE-CONDITIONS ARE SATISFIED OR
WAIVED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 November 2018
intu properties plc ("intu" or the "Company")
EXTENSION TO DEADLINE UNDER RULE 2.6(C) OF THE CODE
On 4 October 2018 a consortium comprising the Peel Group, the
Olayan Group and Brookfield Property Group (together the
"Consortium") announced that it was in the preliminary stages of
considering a possible cash offer for the Company.
The independent committee formed by intu (comprising all
directors of intu other than John Whittaker, who is connected to
the Consortium) (the "Independent Committee") resolved to grant the
Consortium access to certain due diligence materials on 19 October
2018 in order to advance discussions regarding the possible
announcement of a firm offer. intu has engaged extensively with and
provided diligence materials to the Consortium over the last 4
weeks.
The Consortium has confirmed to intu that its legal, tax,
accounting and commercial due diligence is now largely complete and
that it has made substantial progress on the financing of the
possible offer. The Consortium has also confirmed that nothing has
arisen from these due diligence workstreams which would lead it to
alter the terms of their indicative proposal dated 17 October 2018
of 210.4 pence per share (which may be reduced by any dividends or
other distributions declared, payable or paid by intu prior to
completion, other than the interim dividend of 4.6 pence per share
paid on 20 November 2018).
The indicative proposal remains subject to certain
pre-conditions, including the Consortium completing its financing
arrangements with its lender group, and there can be no certainty
(i) that any such pre-conditions will be satisfied or waived (ii)
that any offer will be made or as to the terms of any such offer or
(iii) that any offer, if made, will complete. This announcement has
been made without the consent of the Consortium.
In accordance with Rule 2.6(a) of the Code, the Consortium was
required, by not later than 5.00 p.m. on 22 November 2018, to
either announce a firm intention to make an offer for the Company
in accordance with Rule 2.7 of the Code or announce that it did not
intend to make an offer.
In response to a request from the Consortium for an extension to
the deadline referred to above in order to satisfy the
pre-conditions, to enable continued discussions and provide the
Consortium sufficient time to complete the financing process, the
Independent Committee requested that the Panel on Takeovers and
Mergers (the "Panel") extend the deadline in accordance with Rule
2.6(c) of the Code.
Accordingly, an extension has been granted by the Panel and the
Consortium must, by no later than 5.00 p.m. on 30 November 2018,
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 will only be extended with the consent of the Panel.
A further announcement will be made when appropriate.
Enquiries
intu +44 (0)20 7887
Susan Marsden, Group Company Secretary 7073
Rothschild & Co (Financial Adviser to intu)
Alex Midgen +44 (0)20 7280
Sam Green 5000
BofA Merrill Lynch (Financial Adviser and Corporate
Broker to intu)
Simon Mackenzie Smith +44 (0)207 628
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.
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 23 November 2018. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
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.
Regulated Information Classification: Inside Information
This announcement is the responsibility of Susan Marsden, Group
Company Secretary
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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