ACQUISITION OF TWO REGIONAL SHOPPING CENTRES AND A RETAIL PARK, AND FULLY UNDERWRITTEN RIGHTS ISSUE TO RAISE GROSS PROCEEDS OF 500 MILLION

Transcription

1 NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, SWITZERLAND, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. IT IS NOT AN OFFER OF SECURITIES FOR SALE TO U.S. PERSONS OR IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, SWITZERLAND, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS 20 March 2014 INTU PROPERTIES PLC ACQUISITION OF TWO REGIONAL SHOPPING CENTRES AND A RETAIL PARK, AND FULLY UNDERWRITTEN RIGHTS ISSUE TO RAISE GROSS PROCEEDS OF 500 MILLION Introduction Intu announces that it has entered into agreements with certain Westfield Entities to acquire the Westfield Entities and certain joint venture partners 50 per cent. interest in Westfield Merry Hill shopping centre, the Westfield Entities and certain joint venture partners 100 per cent. interest in Westfield Derby shopping centre and the Westfield Entities 100 per cent. interest in Sprucefield retail park for an aggregate consideration of million to be financed by new debt facilities totalling million and a fully underwritten Rights Issue of: 2 New Shares for every 7 Existing Shares at 180 pence or ZAR32.28 per New Share. The Rights Issue is intended to raise gross proceeds of approximately 500 million and net proceeds of approximately 488 million. The UK Issue Price represents a discount of 42.5 per cent. to the Dividend Adjusted UK Closing Price on 19 March 2014 of pence being the last day of trading prior to the announcement of the Rights Issue and a 36.5 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted UK Closing Price on 19 March The South African Issue Price represents a discount of 42.1 per cent. to the Dividend Adjusted South African Closing Price on 19 March 2014 of ZAR55.71 being the last day of trading prior to the announcement of the Rights Issue and a 36.1 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted South African Closing Price on 19 March 2014.

2 The Assets: Merry Hill is a super-regional prime shopping centre in the West Midlands and is located 10 miles west of Birmingham. It has 1.4 million sq. ft. over two retail levels with 214 shop units and a further 0.3 million sq. ft. of other adjacent retail space and attracts around 25 million customer visits annually. Merry Hill is number 13 in PMA s ranking of UK shopping centres; Derby is an enclosed town centre shopping centre comprising 1.3 million sq. ft. of space with over 180 shop units over two levels and a 12 screen cinema and attracts around 25 million customer visits annually. Derby is number 18 in PMA s ranking of UK shopping centres; and Sprucefield is a retail park in Northern Ireland originally developed in Sprucefield comprises five retail units and has a total floor area of 230,000 sq. ft. The consideration payable is set out below: Consideration for the Assets (1) Estimated working capital at completion Total consideration ( million) ( million) ( million) Merry Hill Target Entities Derby Target Entities Sprucefield Target Entities Total Note: (1) The consideration agreed with the Sellers for the Assets represents the property value as at 6 March 2014 for Merry Hill and Sprucefield. For Derby the consideration agreed with the Sellers is million which compares to the property value as at 6 March 2014 of million. Together the Assets generate net annual rent of 54.9 million. The Sellers currently hold their interest in Merry Hill jointly with QIC. Following the Acquisition, QIC will retain its 50 per cent. holding and Intu will be appointed as asset and development manager for Merry Hill. It is intended that Merry Hill will be rebranded as intu Merry Hill. Key transaction highlights: The acquisition of the Assets represents a rare opportunity to acquire a further two prime regional shopping centres, consistent with Intu's strategy of focusing on the UK s largest and most successful destinations; Merry Hill occupies a strategic West Midlands location filling a gap in Intu s national coverage and provides opportunities to grow rental values and generate capital value growth over the medium term; The acquisition of Derby provides an attractive income return, with potential for capital growth from yield compression; The acquisition of Sprucefield, at a relatively low capital cost, provides the potential for development of further retail space over the longer term; 2

3 Acquisition of high quality assets reinforces the Company s position as the leading owner, developer and manager of prime UK regional shopping centres; EPS accretive transaction in 2014 and overall capital structure maintained, together with the introduction of a new partner; and The Rights Issue is fully underwritten and has received strong support from major shareholders, including commitments from the Peel Group and the Gordon Family to take up 67,148,112 New Shares or 24.1 per cent. in aggregate pursuant to the Rights Issue. Further support has been received from Coronation Asset Management (Proprietary) Limited. Commenting on the transaction, David Fischel, Chief Executive of Intu, said: The transaction is a rare and attractive opportunity to acquire a further two prime shopping centres in line with our strategy to focus on the UK s largest and most successful destinations. The acquisition strengthens Intu s position as the leading owner, developer and manager of prime UK shopping centres filling in gaps in our national coverage and extending the footprint of our nationwide consumer facing brand and digital strategy. We are delighted to establish a partnership with QIC, a major global investor, at Merry Hill. The Rights Issue is conditional, amongst other things, upon: (a) (b) (c) UK Admission of the New Shares nil paid becoming effective by not later than 8:00 a.m. (London time) on 31 March 2014 (or such later time and/or date as the Company and the Banks may agree, but provided that the Acceptance Date is not later than 2 May 2014); South African Admission of the New Shares and the Letters of Allocation to listing and trading on the JSE s Main Board for listed securities becoming effective by not later than the date of UK Admission; and the Underwriting Agreement otherwise becoming unconditional in all respects (other than in regard to Admission and the South African Admission), and not having been terminated in accordance with its terms prior to Admission. The Acquisition is conditional on certain matters, including the receipt of funds from the Rights Issue and the Facilities Agreements. In the unlikely event that following Admission the Acquisition does not complete, Intu will use the proceeds of the Rights Issue to progress its development pipeline and, where possible, for acquisitions that fulfil the Company s clear strategic objectives in addition to general corporate purposes. It is expected that a Prospectus will be published on 20 March 2014 containing full details of the Rights Issue. Once published, the Prospectus will be made available on the Company s website ( and will be made available for inspection at its registered office: 40 Broadway, London SW1H 0BT, at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ and at the offices of Merrill Lynch South Africa (Pty) Ltd, 138 West Street, Sandton, Johannesburg, South Africa Rothschild is acting as Sponsor in connection with the Rights Issue and financial adviser in connection with the Rights Issue and the Acquisition. Merrill Lynch South Africa (Pty) Ltd is acting as Sponsor in South Africa in connection with the Rights Issue. Merrill Lynch International, UBS Limited and HSBC Bank plc are acting as Joint Bookrunners in connection with the Rights Issue. 3

4 Summary Rights Issue timetable including key scrip dividend dates UK South Africa Transaction announcement Thursday 20 March Thursday 20 March Record date for Rights Issue Tuesday 25 March Friday 4 April Nil-paids trading to commence Monday 31 March Monday 31 March Scrip calculation period (5 days) (1) Scrip price, currency conversion and scrip ratio announced Monday 31 March / Friday 4 April Monday 7 April Monday 31 March / Friday 4 April Monday 7 April Last date to trade for participation Monday 14 April Thursday 10 April in the Dividend (1) Ex date for dividend (1) Tuesday 15 April Friday 11 April Nil-paids cease trading Thursday 17 April Thursday 10 April Record date for dividend (1) Thursday 17 April Thursday 17 April Rights issue closes Thursday 17 April Thursday 17 April Announcement of results of rights issue Settlement/Dealing in new, fully paid shares starts Tuesday 22 April Tuesday 22 April Tuesday 22 April Tuesday 22 April Rump placing Tuesday 22 April / Wednesday 23 April Tuesday 22 April / Wednesday 23 April Dividend payment date and Tuesday 20 May Tuesday 20 May admission of scrip shares (2) (1) New shares pursuant to the Rights Issue will not be entitled to the final dividend but will rank equally to the Existing Shares in all other respects. For further details see the scrip dividend announcement released today. (2) Dividend subject to approval at Intu s Annual General Meeting. This preceding summary should be read in conjunction with the full text of the following announcement and its appendices. All defined terms have the meaning given to them in Appendix 4 to this announcement. Enquiries: Intu +44 (0) David Fischel Matthew Roberts Kate Bowyer Chief Executive Finance Director Business Relations Director Rothschild +44 (0) Alex Midgen 4

5 Richard Blackwell William Marshall BofA Merrill Lynch +44 (0) Simon Mackenzie-Smith Ed Peel Matthew Blawat UBS Investment Bank +44(0) Hew Glyn Davies Thomas Raynsford HSBC +44 (0) John Herbert Simon Alexander Laura Trimble Hudson Sandler (UK Public Relations) +44 (0) Michael Sandler Instinctif Partners (SA Public Relations) +27 (0) Nick Williams / Frédéric Cornet IMPORTANT NOTICE This announcement is not a prospectus but an advertisement and investors should not subscribe for or purchase any New Shares referred to in this announcement except on the basis of the information contained in the Prospectus. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. Any purchase of New Shares in the proposed Rights Issue should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Rights Issue. The information contained in this announcement is for background purposes only and no reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. The date that the New Shares are admitted to trading may be influenced by things such as market conditions. There is no guarantee that this admission will occur and you should not base your financial decisions on Intu s intentions in relation to such admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. 5

6 Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation or advice concerning the Rights Issue. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Rights Issue for the person concerned. Rothschild is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is acting exclusively for Intu and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than Intu for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Rights Issue and Acquisition or any other matters referred to in this announcement. Merrill Lynch South Africa (Pty) Ltd is a registered sponsor and member of the JSE and is acting exclusively for Intu and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than Intu for providing the protections afforded to clients of Merrill Lynch South Africa (Pty) Ltd or for providing advice in relation to the Rights Issue or any other matters referred to in this announcement. Merrill Lynch International is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is acting exclusively for Intu and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than Intu for providing the protections afforded to clients of Merrill Lynch International or for providing advice in relation to the Rights Issue or any other matters referred to in this announcement. HSBC Bank plc is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is acting exclusively for Intu and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than Intu for providing the protections afforded to clients of HSBC Bank plc or for providing advice in relation to the Rights Issue or any other matters referred to in this announcement. UBS Limited is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and is acting exclusively for Intu and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than Intu for providing the protections afforded to clients of UBS Limited or for providing advice in relation to the Rights Issue or any other matters referred to in this announcement. In connection with the Rights Issue, Merrill Lynch International, UBS Limited and HSBC Bank plc and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase New Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Shares and other securities of the Company or related investments in connection with the Rights Issue or otherwise. Accordingly, references in the Prospectus, once published, to the New Shares 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, Merrill Lynch International, UBS Limited and HSBC Bank plc and any of their affiliates acting as investors for their own accounts. Merrill Lynch 6

7 International, UBS Limited and HSBC Bank plc 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 Apart from the responsibilities and liabilities, if any, that may be imposed on of Rothschild, Merrill Lynch International, HSBC Bank plc or UBS Limited by, and owed solely to the Financial Conduct Authority no representation or warranty, express or implied, is made by Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited or any person affiliated with Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited in relation to this document, including as to the accuracy, completeness or verification of the information set forth in this announcement, in connection with Intu or the Rights Issue and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. None of Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited nor any of their respective Affiliates assumes any responsibility in relation to this announcement, including its accuracy, completeness or verification and accordingly they disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such statement. Each of Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc and UBS Limited accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Each of Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc and UBS Limited and/or their affiliates provide various investment banking, commercial banking and financial advisory services from time to time to Intu. No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Intu, Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Intu since the date of this announcement or that the information in it is correct as at any subsequent date. The information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States, any Restricted Jurisdictions or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The Provisional Allotment Letters, Forms of Instruction, Nil Paid Rights, Fully Paid Rights and/or New Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws. No action has been taken by Intu that would permit an offer of the Provisional Allotment Letters, Forms of Instruction, Nil Paid Rights, Fully Paid Rights and/or New Shares or possession or distribution of this announcement, the Provisional Allotment Letters, the Forms of Instruction and/or the Prospectus or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom or South Africa. The distribution of this announcement, the Prospectus and/or the Provisional Allotment Letters and/or the Forms of Instruction and/or the transfer or offering of Nil Paid Rights, Fully Paid Rights and/or New Shares into jurisdictions other than the United Kingdom or South Africa is or may be restricted by law. Persons into whose possession this announcement or any such document comes should inform themselves 7

8 about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Nil Paid Rights, Fully Paid Rights and/or New Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States or any of the Restricted Jurisdictions in which such an offer or solicitation would be unlawful. This announcement and the information contained herein does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). The Provisional Allotment Letters, Forms of Instruction, Nil Paid Rights, Fully Paid Rights and/or New Shares have not been, and will not be, registered under the United States Securities Act of 1933 (the U.S. Securities Act ) or with any securities regulatory authority of any State or other jurisdiction. The Placing Shares, Provisional Allotment Letters, Forms of Instruction, Nil Paid Rights, Fully Paid Rights and/or New Shares may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Provisional Allotment Letters, Forms of Instruction, Nil Paid Rights, Fully Paid Rights and/or New Shares in the United States. The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions. No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per share of Intu for the current or future financial years would necessarily match or exceed the historical published earnings per share of Intu. This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by, or in relation to, and no responsibility or liability is or will be accepted by the Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited or by any of their respective directors, officers, employees, affiliates or agents or by any adviser to the Company or by any of their affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore is expressly disclaimed (or whether any information has been omitted from this announcement). Prices and values of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser. Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement. Cautionary note regarding forward-looking statements This announcement contains forward-looking statements regarding the belief or current expectations of the Company, the Directors and other members of senior management about the Company s businesses and the transactions described in this announcement, including statements relating to possible future 8

9 write-downs or movements in property prices and the Company s capital and financial planning projections. Generally, words such as may, could, will, expect, intend, estimate, anticipate, believe, plan, seek, continue or similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause actual results to differ materially from any future results or developments expressed or implied from the forwardlooking statements. These forward-looking statements speak only as at the date of this announcement. Except as required by the Financial Conduct Authority,, the London Stock Exchange, the Part VI Rules or applicable law, neither the Company nor Rothschild, Merrill Lynch South Africa (Pty) Ltd, Merrill Lynch International, HSBC Bank plc or UBS Limited have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the Financial Conduct Authority, the London Stock Exchange, the JSE, the Prospectus Directive, the Listing Rules, the Disclosure and Transparency Rules, the JSE Listing Requirements or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. You are advised to read this announcement and the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect Intu s future performance and the industries in which the Group operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. 9

10 NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, SWITZERLAND, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. IT IS NOT AN OFFER OF SECURITIES FOR SALE TO U.S. PERSONS OR IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, SWITZERLAND, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS INTU PROPERTIES PLC Acquisition of two regional shopping centres and a retail park, and fully underwritten Rights Issue to raise gross proceeds of 500 million 1 Introduction Intu Properties plc announces that it has entered into agreements with certain Westfield Entities to acquire the Westfield Entities and certain joint venture partners 50 per cent. interest in Westfield Merry Hill shopping centre, the Westfield Entities and certain joint venture partners 100 per cent. interest in Westfield Derby shopping centre and the Westfield Entities 100 per cent. interest in Sprucefield retail park (together, the Assets ) for an aggregate consideration of million to be financed by new debt facilities and a fully underwritten Rights Issue of: 2 New Shares for every 7 Existing Shares at 180 pence or ZAR32.28 per New Share. The UK Issue Price represents a discount of 42.5 per cent. to the Dividend Adjusted UK Closing Price on 19 March 2014 of pence being the last day of trading prior to the announcement of the Rights Issue and a 36.5 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted UK Closing Price on 19 March The South African Issue Price represents a discount of 42.1 per cent. to the Dividend Adjusted South African Closing Price on 19 March 2014 of ZAR55.71 being the last day of trading prior to the announcement of the Rights Issue and a 36.1 per cent. discount to the theoretical ex-rights share price based on the Dividend Adjusted South African Closing Price on 19 March The Rights Issue is intended to raise gross proceeds of approximately 500 million and net proceeds of approximately 488 million. The Rights Issue is being made subject to and on the terms set out in the Prospectus to all Qualifying Shareholders on the register of members of the Company at the close of business on the relevant Record Date. New debt facilities entered into in relation to the Acquisition total million. Further details are set out in paragraph 8 of this announcement. The Acquisition is conditional on certain matters, including the receipt of funds from the Rights Issue and the Facilities Agreements described below. In the unlikely event that following Admission the Acquisition 10

11 does not complete, Intu will use the proceeds of the Rights Issue to progress its development pipeline and, where possible, for acquisitions that fulfil the Company s clear strategic objectives in addition to general corporate purposes. 2 Information on Intu Intu is the UK s leading shopping centre owner, developer and manager, with interests, prior to the Acquisition, in 17 shopping centres including ten of the UK s top 25 and one of the top centres in Spain. With 18 million sq. ft. of retail, catering and leisure space valued at 7.6 billion as at 31 December 2013, Intu s centres attract around 350 million customer visits a year and two-thirds of the UK population live within a 45 minute drive time of one of the centres. Intu s strategy is to provide compelling destinations for shoppers and to be the landlord that retailers want to do business with, in order to create long term and sustainable growth in net rental income and thus generate superior shareholder returns through dividend growth and capital appreciation over the long term. The Board believes that the Group s scale and focus are key to its successful development and operation of UK prime regional shopping centres. As such assets are rarely traded, the Board would expect to consider opportunities that may arise to acquire such interests, particularly where the Group s operating skills can be applied through its specialist asset and property management teams. Additionally, Intu has a UK development pipeline of 1.2 billion over the next ten years on active management projects at most of its centres and major extensions. Funding for this programme will include recycling of existing assets including possible disposals and introduction of partners. In this context, while there can be no certainty that a transaction will be concluded, Intu has, since announcing its results on 28 February 2014, signed non-binding heads of terms with a third party investor to form a joint venture in respect of intu Uxbridge. The proposed consideration from the investor for an 80 per cent. interest would represent a small premium to the latest market value of intu Uxbridge of million. Intu would retain a 20 per cent. interest and be appointed as the asset manager of the centre. 3 Information on the Acquisition (a) The terms of the Acquisition Pursuant to the Acquisition, Intu will acquire for an aggregate consideration of million the Westfield Entities and certain joint venture partners 50 per cent. interest in the corporate entities that hold Merry Hill, the Westfield Entities and certain joint venture partners 100 per cent. interest in the corporate entities that hold Derby, and the Westfield Entities 100 per cent. interest in the corporate entities that hold Sprucefield as set out in more detail in the table below. Consideration for the Assets (1) Estimated working capital at completion Total consideration ( million) ( million) ( million) Merry Hill Target Entities Derby Target Entities Sprucefield Target Entities Total

12 Note: (1) The consideration agreed with the Sellers for the Assets represents the property value as at 6 March 2014 for Merry Hill and Sprucefield. For Derby the consideration agreed with the Sellers is million which compares to the property value as at 6 March 2014 of million. The difference between the total consideration and the consideration for the Assets is 4.4 million which represents the estimated level of the net working capital of the corporate entities being acquired at the expected date of completion, which is expected to be around the beginning of May The total consideration will be subject to a net asset value adjustment if the net asset value of (i) the corporate entities owning the Assets and (ii) the corporate entities which own these companies and which are held by the Sellers (excluding the value of the Assets) at completion of the Acquisition differs from the estimated net asset value of the Target Entities. Additionally, in the event that Intu secures certain planning consents for the Sprucefield development land following the Acquisition, Intu will make an overage payment of an additional 2.5 million to the Sellers. The Sellers currently hold their interest in the Merry Hill Target Entities which own the Assets (being English limited partnerships) jointly with QIC. Following the Acquisition, QIC will retain its 50 per cent. holding in the Merry Hill Target Entities and Intu will become party to the existing partnership agreements with QIC, setting out the terms of their relationship as owners of the Merry Hill Target Entities. Intu will be appointed as asset and development manager for Merry Hill and it is intended that Merry Hill will be rebranded as intu Merry Hill. QIC is Australia s third largest institutional investment manager with over A$75 billion in funds under management as at 31 December It was established in 1991 by the Queensland Government to manage its long-term investments and has a client base spanning sovereign wealth funds, superannuation funds and other institutional investors. QIC s Global Real Estate division has around A$11 billion invested in Australian and international retail and office assets as at 31 December (b) (i) Information on the Assets Merry Hill Merry Hill comprises the main shopping centre together with a number of other adjoining, or nearby, assets covering a total of 229 acres and providing 1.7 million sq. ft. of retail space. The shopping centre is a super-regional centre in the West Midlands and is located 10 miles west of Birmingham, the UK s second largest city by population. Approximately 2.9 million people live within 45 minutes drive of Merry Hill. The main shopping centre was originally developed in five phases from 1985 to 1990 and a new food court was completed in The 1.4 million sq. ft. scheme is arranged over two retail levels, with seven primary mall areas featuring 214 shop units across the centre including seven anchor stores, retail shops and food court units (with seating capacity of around 1,200). Approximately 7 per cent. of the centre s rental income is derived from catering and leisure. The centre benefits from around 10,000 free car parking spaces. The shopping centre is anchored by Marks & Spencer, Debenhams, Bhs, Primark, Sainsbury s, Next and Asda. The shopping centre currently has an occupancy of approximately 96 per cent. with a weighted average lease length of 7.0 years (6.4 years to first break). Merry Hill is number 13 in 12

13 PMA s ranking of UK shopping centres. The shopping centre attracts around 25 million customer visits annually with an average dwell time of just under two hours. In addition to the shopping centre, Merry Hill includes nine surrounding mixed-use assets and land parcels, which comprise two retail warehouse parks, The Waterfront Properties which comprise a business park, the waterfront offices and a leisure complex, a stand-alone Asda supermarket, an industrial estate, a petrol station and approximately 47 acres of development land. As at 6 March 2014 on the basis of a 50 per cent. interest, Merry Hill had net annual rent of 22.6 million and was externally valued at million. On a standalone basis and on the basis of a 50 per cent. interest, as at 6 March 2014, the shopping centre (excluding the surrounding mixed use assets) had net annual rent of 20.2 million and was externally valued at 371 million reflecting a net initial yield of 5.21 per cent. and a nominal equivalent yield of 5.10 per cent. (ii) Derby Derby is an enclosed town centre shopping centre comprising 1.3 million sq. ft. of space with over 180 shop units over two levels and a 12 screen cinema. The centre benefits from more than 3,600 car parking spaces. The city of Derby is the third largest city in the East Midlands region with major employers including Rolls Royce, Toyota and Bombardier. Approximately 950,000 people live within 30 minutes drive of the shopping centre. The centre is anchored by Marks & Spencer, Debenhams, Cinema De Lux and Sainsbury s. Derby s predecessor, the Eagle Centre, was opened in 1975 and in 2004 construction started on a new scheme which opened in 2007 doubling the size of the original centre. Derby has very high occupancy (99 per cent. as at 31 December 2013) and weighted average lease length of 7.9 years (7.1 years to first break). Approximately 12 per cent. of the centre s rental income is derived from catering and leisure. Derby shopping centre is number 18 in PMA s ranking of UK shopping centres. The shopping centre attracts around 25 million customer visits annually with an average dwell time of just under 90 minutes. As at 6 March 2014 Derby had net annual rent of 28.2 million and was externally valued at million reflecting a net initial yield of 6.89 per cent. and a nominal equivalent yield of 6.45 per cent. (iii) Sprucefield Sprucefield is a retail park in Northern Ireland originally developed in Sprucefield comprises five retail units and has a total floor area of 230,000 sq. ft., with around 1,400 car park spaces. Sainsbury s and B&Q are the key anchor tenants. The retail park currently has an occupancy of 100 per cent. with a weighted average lease length of 12 years. Sprucefield is strategically located just 10 miles from Belfast city centre with excellent accessibility to the A1 and M1 with routes to Belfast and Dublin. Approximately 1.1 million people live within 45 minutes drive of Sprucefield. As part of the Acquisition, Intu will acquire a further 17.5 acres of development land adjacent to the retail park. As at 6 March 2014 Sprucefield had net annual rent of 4.1 million and was externally valued at 68.4 million. As at 6 March 2014 the retail units at Sprucefield on a standalone basis (excluding the adjacent development land) were externally valued at 66.4 million reflecting net initial yield of 5.86 per cent. and a nominal equivalent yield of 5.35 per cent. 13

14 (c) Background to and reasons for the Rights Issue and the Acquisition The Board believes that the Acquisition provides a rare opportunity to acquire a further two prime shopping centres and conforms with Intu s focus on the UK s large-scale, high quality regional shopping centres in prime locations that typically outperform secondary locations over the longer term, reflecting the ongoing trend for retail trade to gravitate towards the strongest locations. Additionally, Sprucefield represents an opportunity, subject to planning, for further retail development on a strategically located site. The Board believes that the Acquisition, which will be partially funded by the Rights Issue, is capable of generating improved total returns for Shareholders over time for a number of reasons: (i) Merry Hill occupies a strategic West Midlands location filling a gap in Intu s national coverage and provides opportunities to grow rental values and generate capital value growth over the medium term: The Board believes that, although it is a prime regional centre, Merry Hill s relative position has declined in recent years. The centre presents significant opportunities to re-engineer and update the tenant mix encouraging large flagship formats and reducing the number of smaller units to make the centre more relevant for retailers and customers; On a square foot basis for a super-regional centre, Merry Hill currently has a relatively low valuation and rental levels. Current headline ITZA rents of 150 per square foot are below the PMA average for a comparable regional shopping centre of 317 per square foot as well as for intu Trafford Centre of 405 per square foot and for intu Lakeside of 345 per square foot 1 ; The Board is of the view that Merry Hill has the potential to be repositioned over the medium term as a family day out destination with an integrated shopping, dining and leisure experience, extending dwell time, trading hours and catchment; The short to medium term business plan for the centre is to pursue a number of initiatives to improve the rental tone of the centre. Key initiatives include: rightsizing a number of existing key anchor and major space users to provide the retailers with the appropriate space to trade at sustainable levels of rents; targeting key retailers not currently represented in the centre including international and aspirational retailers; reducing the number of smaller standard units through amalgamation and minimising the number of short term lettings; repositioning the food and beverage and leisure offering in the centre, in particular adding more restaurants; and refreshing the appearance and ambience of the centre through rebranding and improved promotional activities. Any capital expenditure for these initiatives will be incremental to the Group s existing 1.2 billion UK development pipeline. Disposals of certain of the ancillary assets may be considered which could contribute capital for these initiatives. It is anticipated that, as a result of certain identified asset management initiatives deemed necessary to improve 1 As at December Headline ITZA rent relates to the annual rent per square foot after expiry of concessionary periods in terms of Zone A. 14

15 medium-term rental tone, passing rents may fall in the short term. It is expected that capital expenditure on the Assets will be minimal in the short term, in particular prior to detailed plans being progressed with QIC in respect of Merry Hill over the medium term. (ii) The acquisition of Derby provides an attractive income return, with potential for capital growth from yield compression: The Board believes Derby provides an opportunity to acquire a modern, prime in-town centre, which is yet to reach its potential following the opening of a major redevelopment in 2007 shortly before the downturn; The Board believes there are opportunities to generate additional value at Derby through an asset management strategy which: rebalances the proportions of retail, catering and leisure to drive footfall and extend dwell time; and reconfigures existing retail space to realign supply and demand for shop units; Rental levels being achieved at present are lower than comparable centres, which when combined with the low vacancy rates presents an opportunity for ERV growth over the medium term. Current headline ITZA rents of 110 per square foot compare to the PMA average for an equivalent centre of 208 per square foot as well as for intu Eldon Square, Newcastle, and Manchester Arndale of 250 per square foot 2. Key asset management initiatives include: refocusing the retailer mix with more aspirational brands to appeal to the more affluent 35 year old and over customers in the catchment area; improving the existing catering offer by adding restaurants in the upper level of the centre to complement the fast food provision in the food court and as a result broaden the appeal and provide a further draw in the evening in addition to the cinema; reducing the number of short term lettings; adding to the customer experience through improved promotional activities; and reducing the disparity in appearance and rents between the older and the redeveloped areas. (iii) The acquisition of Sprucefield, at a relatively low capital cost, provides the potential for development of further retail space over the longer term: The acquisition of Sprucefield implies a capital value for the retail units at Sprucefield of 66.4 million and a net initial yield of 5.86 per cent.; and The 17.5 acres of development land adjacent to the existing retail park valued at 2.0 million have the potential, subject to planning, for further retail development. Intu will consider its options with respect to this site in due course. (iv) Acquisition of high quality assets reinforces the Company s position as the leading owner, developer and manager of prime UK regional shopping centres: 2 As at December Headline ITZA rent relates to the annual rent per square foot after expiry of concessionary periods in terms of Zone A. 15

16 Derby and Merry Hill are both prime UK regional shopping centres, an attractive asset class given the on-going trend for retail trade to gravitate towards the strongest destinations. The Board believes that there are many advantages that can be gained through increasing the scale of Intu s portfolio to enhance returns from the portfolio as a whole including strengthening relationships with major national and international retailers, increased national coverage of all intu centres leading to higher footfall, enhanced commercialisation opportunities and opportunities to deliver operational efficiencies; The acquisition of Merry Hill will provide Intu with an important presence in the West Midlands, an area of the UK where it is currently under-represented; and The transaction extends Intu s footprint for its nationwide consumer facing brand and digital strategy. (v) EPS accretive transaction in 2014 and overall capital structure maintained with support from existing investors and a new partner: The Board expects the Acquisition to be accretive on an earnings per share basis following the adjustment for the bonus element of the Rights Issue 3 ; As at 6 March 2014 the combined net annual rent of the Assets was 54.9 million before an estimated 2 million of further direct costs. It is anticipated that as a result of the Acquisition the Group will incur an additional 2 million per annum of administration costs; The partnership with QIC on Merry Hill enables a capital-efficient acquisition and offers Intu the opportunity to develop a relationship with a new major global financial partner; The balance of equity and debt funding is broadly in line with the existing Group capital structure; and The Rights Issue is supported by the Peel Group, the Gordon Family and Coronation Asset Management (Proprietary) Limited, as described further in paragraph 12 Shareholder intentions below. 4 Information on the Rights Issue The Rights Issue is intended to raise gross proceeds of 500 million and net proceeds of approximately 488 million. The Rights Issue is being fully underwritten by the Underwriters. Subject to the fulfilment of, amongst others, the conditions described below, the New Shares will be offered for subscription to Qualifying Shareholders by way of Rights at 180 pence per New Share, in respect of Qualifying Shareholders other than Qualifying South African Shareholders, or, in the case of Qualifying South African Shareholders, ZAR32.28 per New Share, payable in full on acceptance. The Rights Issue will be on the basis of: 2 New Shares for every 7 Existing Shares held by and registered in the names of Qualifying Shareholders (other than, subject to certain exceptions, Qualifying Shareholders resident or with registered addresses in the United States or any of the Restricted Jurisdictions) on the relevant Record Date and otherwise on the terms and conditions set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders or Qualifying South African Shareholders holding certificated Shares (other than, subject to certain exceptions, such Shareholders resident or with registered addresses in the United States or any of the Restricted Jurisdictions), the Provisional Allotment Letters or Forms of Instruction respectively. 3 This statement does not constitute, and should not be construed as, a profit forecast. 16