INTU PROPERTIES PLC - Response to statement regarding a possible offer

Response to statement regarding a possible offer

INTU PROPERTIES PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code:      ITU
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

5 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.

JSE Sponsor:
Merrill Lynch South Africa (Pty) Limited

Enquiries

 intu                                                                               +44 (0)207 887 7004
 Susan Marsden, Group Company Secretary


 Rothschild & Co (Financial Adviser to intu)                                        +44 (0)207 280 5000
 Alex Midgen
 Sam Green


 BofA Merrill Lynch (Financial Adviser and Corporate Broker to intu)                      +44 (0)20 7628 1000
 Simon Mackenzie Smith
 Ed Peel


 UBS (Financial Adviser and Corporate Broker to intu)                                     +44 (0)20 7568 0000
 Hew Glyn-Davies
 Thomas Raynsford




 Powerscourt (PR adviser to intu)                                                         +44 (0)20 7250 1446
 Victoria Palmer-Moore
 Justin Griffiths

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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