Press release 25 OCTOBER 2016 INTU PROPERTIES PLC CONVERTIBLE BOND OFFERING

Transcription

1 Press release NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN OR INTO CANADA, JAPAN, SOUTH AFRICA, ITALY OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. 25 OCTOBER 2016 INTU PROPERTIES PLC CONVERTIBLE BOND OFFERING intu properties plc ( intu or the Company ) today announces the launch of an offering of 350 million of Guaranteed Convertible Bonds due 2022 (the Bonds ), with an increase option of up to 50 million. Use of proceeds The Company intends to use the net proceeds of the offering to: complete the committed pipeline of developments of 212 million over the next two years which are predominantly pre-let, including 152 million relating to the 400,000 sq. ft. extension of intu Watford refinance the 101 million drawn on the revolving credit facility (the RCF ) for the 410 million acquisition of the remaining 50 per cent of intu Merry Hill in June 2016 and finance the identified asset management initiatives of 85 million over the next two years to reposition the asset provide sufficient overall financial facilities to enable the Company to pursue further projects which may be committed in the next 12 months, such as the leisure extension at intu Lakeside, the redevelopments of intu Broadmarsh in Nottingham and Barton Square at intu Trafford Centre and the development of the intu Costa del Sol shopping resort These are expected to be accretive to both earnings and net asset value per share after taking account of the offering. The expected stabilised initial yield on these projects will be in the range of 6 per cent and 10 per cent. More generally, the Company believes that the offering diversifies its medium term sources of finance and improves its existing financial position. The Managers are lenders under the RCF and accordingly will receive repayment in respect of their participation under the RCF from the net proceeds of the Offering. The Bonds The Bonds are expected to be issued by Intu (Jersey) 2 Limited, a wholly owned subsidiary of the Company incorporated in Jersey (the Issuer ), and will be guaranteed by the Company. The Bonds, which will have a maturity date of 1 November 2022, will be issued at par and are expected to carry a coupon of between per cent and per cent per annum payable semi-annually in arrear. The Bonds will, subject to the satisfaction of certain

2 conditions, be convertible into ordinary shares of the Company (the Shares ). The initial conversion price is expected to be set at a premium of between 30 per cent and 35 per cent above the volume weighted average price of the Shares between launch and pricing. The conversion price will be adjusted downwards in respect of any cash dividend paid in respect of any financial year of the Company above 13.7p per Share, pursuant to the terms and conditions of the Bonds. Under the terms and conditions of the Bonds, the Company will have the right to elect to settle any conversion rights entirely in cash, Shares or a combination of Shares and cash. The Issuer will have the option to call all outstanding Bonds at par plus accrued interest (i) on or after 23 November 2020 if the value of the underlying Shares per Bond equals or exceeds 130% of the principal amount of the Bond for at least 20 out of 30 consecutive dealing days which must end no earlier than 5 dealing days prior to the date on which notice for redemption is given or (ii) at any time, if 15% or less of the principal amount of the Bonds originally issued remains outstanding. If not previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 1 November The final terms of the Bonds are expected to be announced today and settlement is expected to take place on or about 1 November 2016 (the Closing Date ). It is intended that application will be made for the Bonds to be listed on the Channel Islands Securities Exchange or another recognised stock exchange (as such term is defined in section 1005 of the Income Tax Act 2007) and the Open Market (Freiverkehr) of the Frankfurt Stock Exchange after the Closing Date but prior to the first coupon payment of the Bonds. BofA Merrill Lynch, Credit Suisse and HSBC are acting as Joint Global Coordinators and Joint Bookrunners (together, the Joint Bookrunners ), UBS Investment Bank is acting as Co-Bookrunner and Lloyds is acting as Co-Manager in connection with the offering (together, the Managers ). Rothschild is acting as adviser to the Company. Inside information This press release relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulations. ENQUIRIES Intu Properties plc David Fischel Chief Executive +44 (0) Matthew Roberts Chief Financial Officer +44 (0) Adrian Croft Head of Investor Relations +44 (0) Public relations UK: Justin Griffiths, Powerscourt +44 (0) SA: Frédéric Cornet, Instinctif Partners +27 (0)

3 NOTES FOR EDITORS intu is the UK s leading owner, manager and developer of prime regional shopping centres with a growing presence in Spain. We are passionate about creating uniquely compelling experiences, in centre and online, that attract customers, delivering enhanced footfall, dwell time and loyalty. This helps our retailers flourish, driving occupancy and income growth. A FTSE 100 company, we own many of the UK s largest and most popular retail destinations, including nine of the top 20, with super regional centres such as intu Trafford Centre and intu Lakeside and vibrant city centre locations from Newcastle to Watford. We are focused on four strategic objectives: optimising the performance of our assets to provide attractive long term total property returns, delivering our UK development pipeline to add value to our portfolio, leveraging the strength of our brand and seizing the opportunity in Spain to create a business of scale. We are committed to our local communities and to operating with environmental responsibility. Our centres support over 120,000 jobs representing about 4% of the total UK retail workforce. Our success creates value for our retailers, investors and the communities we serve. DISCLAIMER NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE COMPANY, THE MANAGERS, ROTHSCHILD OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER, THE COMPANY, THE MANAGERS AND ROTHSCHILD TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE SECURITIES MENTIONED IN THIS PRESS RELEASE HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE US SECURITIES ACT ), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THIS PRESS RELEASE AND THE OFFER WHEN MADE ARE ONLY ADDRESSED TO AND DIRECTED, IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EACH, A MEMBER STATE ), AT PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC) AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE ( QUALIFIED INVESTORS ). EACH PERSON WHO INITIALLY ACQUIRES ANY BONDS OR TO WHOM ANY OFFER OF BONDS MAY BE MADE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A QUALIFIED INVESTOR WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE.

4 IN ADDITION, IN THE UNITED KINGDOM, THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE ORDER ) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS ). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NO SALES TO INVESTORS LOCATED OR RESIDENT IN ITALY. ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER S AND THE COMPANY S PUBLICLY AVAILABLE INFORMATION. NEITHER THE MANAGERS, ROTHSCHILD NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE ISSUER S AND/OR THE COMPANY S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE. EACH PROSPECTIVE INVESTOR IN THE BONDS SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS. NEITHER THE ISSUER, THE COMPANY, THE MANAGERS NOR ROTHSCHILD MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE BONDS FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE BONDS OR (III) THE FUTURE PERFORMANCE OF THE BONDS EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS. THIS PRESS RELEASE MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS BELIEVES, ESTIMATES, PLANS, PROJECTS, ANTICIPATES, EXPECTS, INTENDS, MAY, WILL OR SHOULD OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING STATEMENTS MAY AND OFTEN DO DIFFER MATERIALLY FROM ACTUAL RESULTS. ANY FORWARD-LOOKING STATEMENTS REFLECT THE COMPANY S CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY S BUSINESS, RESULTS OF OPERATIONS, FINANCIAL POSITION, LIQUIDITY, PROSPECTS, GROWTH OR STRATEGIES. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE. MERRILL LYNCH INTERNATIONAL ( BOFA MERRILL LYNCH ), CREDIT SUISSE SECURITIES (EUROPE) LIMITED ( CREDIT SUISSE ), HSBC BANK PLC ( HSBC ), UBS INVESTMENT BANK( UBS ) AND LLOYDS BANK PLC ( LLOYDS BANK ) ARE ACTING ON BEHALF OF THE ISSUER AND THE COMPANY AND NO ONE ELSE IN

5 CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE MANAGERS OR FOR PROVIDING ADVICE IN RELATION TO THE BONDS. N M ROTHSCHILD & SONS LIMITED ( ROTHSCHILD ), WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY IN THE UNITED KINGDOM, IS ACTING FOR THE COMPANY AND NO ONE ELSE IN RELATION TO THE TRANSACTION CONTEMPLATED HEREIN AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF N M ROTHSCHILD & SONS LIMITED NOR FOR PROVIDING ADVICE IN RELATION TO THE PROPOSED TRANSACTION. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE MANAGERS AND ANY OF THEIR AFFILIATES, ACTING AS INVESTORS FOR THEIR OWN ACCOUNTS, MAY SUBSCRIBE FOR OR PURCHASE SECURITIES AND IN THAT CAPACITY MAY RETAIN, PURCHASE, SELL, OFFER TO SELL OR OTHERWISE DEAL FOR THEIR OWN ACCOUNTS IN SUCH SECURITIES AND ANY OTHER SECURITIES OF THE COMPANY OR RELATED INVESTMENTS IN CONNECTION WITH THE BONDS OR THE COMPANY OR OTHERWISE. ACCORDINGLY, REFERENCES TO THE SECURITIES BEING ISSUED, OFFERED, SUBSCRIBED, ACQUIRED, PLACED OR OTHERWISE DEALT IN SHOULD BE READ AS INCLUDING ANY ISSUE OR OFFER TO, OR SUBSCRIPTION, ACQUISITION, PLACING OR DEALING BY, THE MANAGERS AND ANY OF THEIR RESPECTIVE AFFILIATES ACTING AS INVESTORS FOR THEIR OWN ACCOUNTS. THE MANAGERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO. EACH OF THE ISSUER, THE COMPANY, THE MANAGERS, ROTHSCHILD AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE. STABILISATION FCA/ICMA