LEI: 213800JSNTERD5CJZO95
Regulated Information Classification: Additional regulated information required to be disclosed under the laws of a Member State of the EU
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
25 APRIL 2018
INTU PROPERTIES PLC ('INTU')
TERMINATION OF TRANSACTION WITH HAMMERSON
On 18 April 2018, the Board of Hammerson plc ("Hammerson") withdrew its recommendation that its shareholders vote in favour of its all-share offer for intu (the "intu Transaction").
Hammerson's offer was conditional on the approval of its shareholders. In light of the Hammerson Board's decision to change its recommendation and to advise its own shareholders to vote against the intu Transaction, intu believes that there is now no realistic prospect that this condition will be satisfied.
The Board of intu continues to believe that the terms of the intu Transaction are fair and reasonable for intu shareholders. However, given the circumstances outlined above the Board of intu believes that it is in the best interests of its shareholders, employees and other intu stakeholders for the situation to now be resolved. Accordingly, the Board of intu has determined not to proceed with posting the Scheme of Arrangement documents to intu's own shareholders, which has also entailed withdrawing its recommendation of the intu Transaction.
The intu Board has therefore consented to the Takeover Panel releasing Hammerson from its obligations under Rule 2.7(b) and Rule 24.1 of the Takeover Code to proceed with the intu Transaction.
As a result, the Takeover Panel has confirmed that, upon Hammerson announcing that it will not exercise any rights it may have to implement the intu Transaction by way of a takeover offer: (a) Hammerson will be released from its obligations under Rule 2.7(b) and Rule 24.1 of the Takeover Code to proceed with the intu Transaction; (b) the offer period will end; and (c) Hammerson will be subject to Rule 35.1 of the Takeover Code pursuant to which Hammerson will be prohibited from, amongst other things, making any offer for intu without the consent of the Takeover Panel for a period of 12 months.
The Board of intu is entirely confident of intu's stand-alone commercial future and prospects as evidenced by the trading update issued on 17 April 2018.
intu properties plc
Susan Marsden Group Company Secretary +44 (0)20 7887 7073
