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Form 8 (OPD) - Intu Properties Plc

18th Dec 2017 15:00

Intu Properties plc - Form 8 (OPD) - Intu Properties Plc

PR Newswire

London, December 18

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 Hammerson plc on 6 December 2017 regarding its recommended all-share 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.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	INTU PROPERTIES PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held: The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is 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”	YES HAMMERSON PLC

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
	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	-
TOTAL:	Nil	-	Nil	-

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

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:

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 SHARES	PERCENTAGE OF ISSUED ORDINARY SHARE CAPITAL (PER CENT.)
John Strachan	30,000	0.0022
Adele Anderson	32,504	0.0024
David Fischel(2)	1,155,030	0.0852
Matthew Roberts	341,992	0.0252
Richard Gordon(3)	110,336,261	8.1427
Louise Patten	12,857	0.0009
Rakhi Goss-Custard(4)	7,383	0.0005
Raymond Fine(5)	169,308	0.0125
Steven Underwood(6)	24,567	0.0018

Notes

(1) Excluding interests held by John Whittaker, his close relatives and related trusts which will be included in the Rule 8.3 Opening Position Disclosure to be published by Peel Holdings (IoM) Limited.

(2) Includes interests held by Susan Clare Fischel.

(3) Includes interests held by the trust holding the Gordon Family Interests.

(4) Interests are held by Daniel Goss-Custard.

(5) Raymond Fine is an alternate director to Richard Gordon.

(6) Steven Underwood is an alternate director to John Whittaker.

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
11 March 2015	29,446	Nil	11 March 2018
7 March 2016	53,863	Nil	7 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 SHARES	EXERCISE PRICE	VESTING DATE
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 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
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

Options and awards held by Matthew Roberts

Bonus Share Scheme

DATE OF AWARD	NUMBER OF SHARES	EXERCISE PRICE	VESTING DATE
11 Mar 2015	23,122	Nil	11 Mar 2018
7 Mar 2016	42,471	Nil	7 Mar 2018
7 Mar 2016	41,271	Nil	7 Mar 2019
7 Mar 2017	45,719	Nil	7 Mar 2020
7 Mar 2017	46,982	Nil	7 Mar 2019

Performance Share Plan

DATE OF AWARD	NUMBER OF SHARES	EXERCISE PRICE	VESTING DATE
21 May 2013	161,686	Nil	21 May 2018 (Linked to JSOP award granted 21 May 2013)
29 Apr 2014	119,748	Nil	29 Apr 2018
29 Apr 2014	119,748	Nil	29 Apr 2019
11 Mar 2015	102,696	Nil	11 Mar 2018
11 Mar 2015	102,696	Nil	11 Mar 2019
11 Mar 2015	102,696	Nil	11 Mar 2020
7 Mar 2016	124,580	Nil	7 Mar 2019
7 Mar 2016	124,580	Nil	7 Mar 2020
7 Mar 2016	124,580	Nil	7 Mar 2021
7 Mar 2017	135,473	Nil	7 Mar 2020
7 Mar 2017	135,474	Nil	7 Mar 2021
7 Mar 2017	135,474	Nil	7 Mar 2022

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
21 May 2013	161,686	305.390p	21 May 2018

Share Incentive Plan

UNAVAILABLE	TAXABLE	TAX FREE	TOTAL
4,634	4,989	2,823	12,446

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 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	-
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 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	-
TOTAL:	Nil	-	Nil	-

N.M. ROTHSCHILD & SONS LIMITED

Class of relevant security:
	Interests		Short positions
	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	-
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”

Nil

(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

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	18 December 2017
Contact name:	Susan Marsden
Telephone number:	+44 207 887 7073

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.

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