Intu Properties Plc (Incorporated and Registered in England and Wales with Registered Number 03685527)
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THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) if you are in the United Kingdom or, if you are not, from another appropriately authorised independent financial adviser. This document, which in the United Kingdom comprises a prospectus relating to the Rights Issue, has been prepared in accordance with the Prospectus Rules of the UK Listing Authority (made under Section 73A of the FSMA) and has been approved by the Financial Conduct Authority (the ‘‘FCA’’) in accordance with Section 85 of the FSMA and made available to the public in accordance with Rule 3.2.1 of the Prospectus Rules. This document is not a prospectus within the meaning of the South African Companies Act but is a circular as defined in the JSE Listings Requirements. Accordingly, a copy of this document in English has been submitted to and approved by JSE Ltd in accordance with paragraph 16.3 of the JSE Listings Requirements and will be lodged with the South African Companies and Intellectual Property Commission for disclosure and record purposes only. If you sell or transfer or have sold or otherwise transferred all of your Existing Shares held in certificated form (other than ex-Rights) before 8:00 a.m. (London time) on 31 March 2014 (in the case of Shareholders whose Shares are on the UK Register and which are in certificated form) or before 9:00 a.m. (Johannesburg time) on 31 March 2014 (in the case of Shareholders whose Shares are on the SA Register and who hold their Shares in certificated form) (the relevant ‘‘Ex-Rights Date’’), please send this document and any Provisional Allotment Letter or Form of Instruction (as applicable), duly renounced, if and when received, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that such documents should not be sent in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including, but not limited to, the United States and any of the Restricted Jurisdictions. If you are a Shareholder who holds Shares in certificated form and you sell or transfer or have sold or otherwise transferred only part of your holding of Existing Shares held in certificated form (other than ex-Rights) before the relevant Ex-Rights Date, you should immediately consult the bank, stockbroker or other agent through whom the sale or transfer was effected and refer to the instructions regarding split applications in Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document and in the Provisional Allotment Letter, if your Shares are on the UK Register, or refer to the section entitled ‘‘Partial acceptance, renunciation and/or sale’’ in Section 2 of Part III ‘‘Information in relation to the Rights Issue’’ of this document and in the Form of Instruction, if your Shares are on the SA Register. If you are a Shareholder who holds Shares in uncertificated form and you sell or transfer or have sold or have otherwise transferred all or some of your Existing Shares (other than ex-Rights) held in uncertificated form before the relevant Ex-Rights Date, a claim transaction will automatically be generated by Euroclear UK & Ireland which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee, if your Shares are on the UK Register, or the appropriate number of Letters of Allocation will be automatically credited to the purchaser’s or transferee’s CSDP or broker account, if your Shares are on the SA Register. Qualifying CREST Shareholders will have their Nil Paid Rights credited to their stock accounts in CREST. Qualifying South African Shareholders who hold their Shares in uncertificated form will not be sent a Form of Instruction and will have their accounts at their CSDP or broker automatically credited with their Letters of Allocation (which represent their entitlement to Nil Paid Rights). Qualifying Non-CREST Shareholders will be sent a Provisional Allotment Letter (representing their entitlement to Nil Paid Rights). Qualifying South African Shareholders who hold their Shares in certificated form will be sent a Form of Instruction and will have their Letters of Allocation (which represent their entitlement to Nil Paid Rights) credited to an account held with the SA Registrar. The Nil Paid Rights will not be admitted to trading on any exchange other than the LSE and the Letters of Allocation will not be admitted to trading on any exchange other than the JSE. The distribution of this document, the Provisional Allotment Letter and/or the Form of Instruction and the transfer of Nil Paid Rights, Fully Paid Rights, Letters of Allocation and/or New Shares into jurisdictions other than the United Kingdom and South Africa may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this document, the Provisional Allotment Letter and/or the Form of Instruction and any other related documents should not be distributed, forwarded to or transmitted in or into the United States or any of the Restricted Jurisdictions. This document does not constitute an invitation or offer to sell or the solicitation of an invitation or an offer to buy New Shares or to take up entitlements to Nil Paid Rights or Fully Paid Rights in any jurisdiction in which such offer or solicitation is unlawful, except as determined by the Company in its sole discretion and pursuant to applicable law. 13MAR201413472717 Intu Properties plc (incorporated and registered in England and Wales with registered number 03685527) 2 for 7 Rights Issue of 278,241,628 New Shares at 180 pence or ZAR32.28 per New Share Sponsor Rothschild Joint Bookrunner Joint Bookrunner Joint Bookrunner BofA Merrill Lynch UBS Investment Bank HSBC The Existing Shares are listed on the premium segment of the Official List and traded on the London Stock Exchange’s main market for listed securities. The Existing Shares have a secondary listing, and are traded, on the Main Board of the JSE. Application has been made to the UK Listing Authority and to the London Stock Exchange for the New Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange, respectively. It is expected that UK Admission will become effective and that dealings on the London Stock Exchange in the New Shares (nil paid) will commence at 8:00 a.m. (London time) on 31 March 2014 and in the New Shares (fully paid) will commence at 8:00 a.m. (London time) on 22 April 2014. Application has been made to JSE Ltd for the Letters of Allocation and the New Shares to be admitted to listing and trading on the Main Board of the JSE. It is expected that South African Admission will become effective and that dealings on the JSE in the Letters of Allocation (on a deferred settlement basis) will commence at 9:00 a.m. (Johannesburg time) on 31 March 2014 and in the New Shares (on a deferred settlement basis) will commence at 9:00 a.m. (Johannesburg time) on 11 April 2014 and in the New Shares (fully paid) will commence at 9:00 a.m. (Johannesburg time) on 22 April 2014. You should read this entire document and the information incorporated by reference into this document in full. Shareholders and any other persons contemplating a purchase of Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares should read in particular the part of this document entitled ‘‘Risk Factors’’ at pages 20 to 33 for a discussion of certain risks and other factors that should be considered when deciding on what action to take in relation to the Rights Issue or deciding whether or not to purchase Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares. Investors should only rely on the information contained in this document and any documents incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in this document and any document incorporated by reference herein and, if given or made, such information or representation must not be relied upon as having been so authorised. Intu will comply with its obligation to publish a supplementary prospectus containing further updated information if so required by law or by any regulatory authority but assumes no further obligation to publish additional information. The Company and its Directors (whose names appear on page 39 of this document) accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. Apart from the responsibilities and liabilities, if any, that may be imposed on Rothschild, HSBC, Merrill Lynch International or UBS by, and owed solely to the FCA, no representation or warranty, express or implied, is made by Rothschild, HSBC, Merrill Lynch International, Merrill Lynch South Africa or UBS or any person affiliated with Rothschild, HSBC, Merrill Lynch International, Merrill Lynch South Africa or UBS in relation to this document, including as to the accuracy, completeness or verification of the information set forth in this document, in connection with Intu or the Rights Issue and nothing contained in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future.