NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT TO WHICH RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) APPLIES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
29 November 2018
No intention to bid statement regarding intu properties plc (“intu”)
Following press speculation, on 4 October 2018 The Peel Group (“Peel”), The Olayan Group (“Olayan”) and Brookfield Property Group on behalf of funds or vehicles which are managed or advised by it (“Brookfield”), (together the “Consortium”) confirmed that it was in the preliminary stages of considering a possible cash offer for the issued (and to be issued) share capital of intu not already owned by members of the Consortium.
The Consortium hereby states that it does not intend to make an offer for the issued (and to be issued) share capital of intu not already owned by members of the Consortium and is consequently, except with the consent of the Panel, bound by the restrictions set out under Rule 2.8 of the Code.
The Consortium is highly appreciative of the cooperation shown by intu’s board of directors and management team over the past six weeks. However, given the uncertainty around current macroeconomic conditions and the potential near-term volatility across markets, the Consortium is not able to proceed with an offer within a timeframe which is manageable within the confines of the Code timetable.
Under Note 2 on Rule 2.8 of the Code, the Consortium, each member of the Consortium and any person acting in concert with a member of the Consortium, reserves the right to set aside the restrictions in Rule 2.8 in the following circumstances: (i) with the agreement of the board of intu; (ii) if a third party announces a firm intention to make an offer for intu; (iii) if intu announces a “whitewash” proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or (iv) if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).
As at the date of this announcement, Peel and Olayan, and their respective concert parties remain interested in 405,669,386 shares in intu in aggregate, representing approximately 29.9% of the share capital of intu. Brookfield has no interests in any shares in intu.
|Peel Group||+44 16 1629 8200|
|The Olayan Group||+1 212 418 2700|
Brookfield Property Group
|+44 20 7408 8375|
|Credit Suisse, financial adviser to the Consortium||+44 20 7888 8888|
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Brookfield’s website at (www.Brookfield.com). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdictions.
Credit Suisse International (“Credit Suisse”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as lead financial adviser exclusively for the Consortium and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than the Consortium for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.
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