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.