Recommended Offer for Intu Properties plc

Location	Phone Number	Location	Phone Number
France	+33 (0)1 76 77 22 57	United Kingdom	+44 (0)330 336 9411
Ireland	+353 (0)1 2465621	United States	+1 720-543-0214
Netherlands	+31 (0)20 703 8261

Location	Phone Number	Location	Phone Number
France	+33 (0)1 76 77 22 57	United Kingdom	+44 (0)330 336 9411
Ireland	+353 (0)1 2465621	United States	+1 720-543-0214
Netherlands	+31 (0)20 703 8261

Companies

Hammerson (HMSO)

UK 100

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●	Create a £21 billion pan-European portfolio of high-quality retail and leisure destinations, with enhanced exposure to high-growth markets and which will benefit from evolving consumer trends;
●	Unlock growth and value creation opportunities for shareholders by bringing together Hammerson's and Intu's leading assets, which have strong fundamentals, under a superior combined operating platform;
●	Offer attractive growth prospects with exposure to two of Europe's fastest growing economies of Ireland and Spain and additional sources of capital to forge ahead with ambitions to expand the Premium Outlets platform;
●	Provide the opportunity for significant rationalisation of the Enlarged Group's property portfolio through an anticipated disposal programme of at least £2 billion. This will both strengthen its balance sheet and provide liquidity to reinvest in higher return opportunities;
●	Allow the Enlarged Group to draw on its combined consumer know-how and apply both companies' expertise in events, customer service and digital to drive footfall, delivering highly productive space for retailers and attractive destinations for consumers;
●	Allow the Enlarged Group to benefit from the intu brand and Intu's online experience;
●	Bring opportunities to deploy Hammerson's strong track record in delivering successful developments across an enlarged pipeline; and
●	Provide opportunities to deliver synergy benefits through cost reductions and optimisation of the Enlarged Group's financing arrangements.

●	Under the terms of the Acquisition, Intu Shareholders will receive:
	for each Intu Share: 0.475 New Hammerson Shares (the "Exchange Ratio")
●	In arriving at the Exchange Ratio, Hammerson has taken into account a number of factors including the published net asset values of each company, the recent share price performance of the two companies, and the opportunity to combine two portfolios of high-quality retail properties with good prospects for stronger combined growth, and to deliver cost and financing synergies.
●	Based on the Closing Price of 534.5 pence per Hammerson Share on 5 December 2017 (being the last Business Day before the date of this Announcement), the terms of the Acquisition represent:
	○	A value of approximately 253.9 pence per Intu Share, equivalent to £3.4 billion for the entire issued and to be issued share capital of Intu;
	○	A premium of approximately 27.6 per cent. to the Closing Price of 199 pence per Intu Share on 5 December 2017 (being the last Business Day before the date of this Announcement);
	○	A premium of approximately 19.2 per cent. to the volume weighted average price of 213 pence per Intu Share for the three month period ended on 5 December 2017 (being the last Business Day before the date of this Announcement); and
	○	A premium of approximately 9.4 per cent. to the volume weighted average price of 232 pence per Intu Share for the six month period ended on 5 December 2017 (being the last Business Day before the date of this Announcement).
●	The Acquisition will result in Hammerson Shareholders owning approximately 55 per cent. of the issued share capital of the Enlarged Group and Intu Shareholders owning approximately 45 per cent. of the issued share capital of the Enlarged Group (based on the fully diluted share capital of Hammerson and the fully diluted share capital of Intu).

●	The Enlarged Group will draw on its broad expertise and harness the talent in both companies to optimise the benefits for shareholders.
	○	David Tyler, Chairman of Hammerson, will become Chairman of the Board of the Enlarged Group;
	○	John Whittaker, Deputy Chairman of Intu, will become Deputy Chairman of the Enlarged Group;
	○	David Atkins, CEO of Hammerson, will become CEO and a director of the Enlarged Group;
	○	Timon Drakesmith, CFO of Hammerson, will become CFO and a director of the Enlarged Group;
	○	John Strachan, Chairman of Intu, will become Senior Independent Director of the Enlarged Group; and
	○	the Board of the Enlarged Group will comprise six directors nominated by Hammerson and four directors nominated by Intu.

●	The Hammerson Board expects pre-tax synergies for the Enlarged Group to reach a run-rate of approximately £25 million per annum by the end of the second year following Completion. It is envisaged that the realisation of these quantified cost synergies will result in one-off integration cash costs of approximately £40 million in aggregate.
●	The pre-tax cost synergies, which are expected to originate from the cost bases of both Hammerson and Intu, are to be derived from the rationalisation and streamlining of group and support functions, including executive management, IT and digital platforms, and savings from reduced premises costs and other corporate costs, such as professional services fees.
●	In addition to these quantified cost synergies, the Hammerson Directors believe that there are opportunities for further cost savings from operational efficiencies and refinancing.
●	Hammerson expects the Acquisition to be accretive to earnings in the first full financial year following Completion.
●	The Hammerson Directors believe that the Acquisition will support Hammerson's positive like-for-like net rental income growth through an enhanced combined operating platform.
●	Hammerson anticipates that the dividend growth of the Enlarged Group will be at least in line with Hammerson's historical dividend growth.
●	Further details on synergies are set out in the Quantified Financial Benefits Statement in Appendix 4 to this Announcement, together with the reports from PricewaterhouseCoopers LLP, Hammerson's reporting accountants, and Deutsche Bank, J.P. Morgan Cazenove and Lazard, Hammerson's financial advisers.

●	The Intu Board, which has been so advised by Rothschild, BofA Merrill Lynch and UBS as to the financial terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable. In providing their advice to the Intu Board, Rothschild, BofA Merrill Lynch and UBS have taken into account the commercial assessments of the Intu Board. In addition, the Intu Board believes that the terms of the Acquisition are in the best interests of Intu Shareholders as a whole.
●	Accordingly, the Intu Board intends unanimously to recommend that Intu Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Intu General Meeting which are to be convened to approve the Acquisition, as the Intu Directors have irrevocably undertaken to do in respect of their own holdings of, in aggregate, 8,778,852 Intu Shares, representing approximately 0.6 per cent. of the issued ordinary share capital of Intu on 5 December 2017 (being the last Business Day before the date of this Announcement).
●	The Acquisition constitutes a Class 1 transaction for Hammerson for the purposes of the Listing Rules. Accordingly, the Acquisition will be conditional on the approval of the Hammerson Shareholders at the Hammerson General Meeting.
●	The Hammerson Board considers the Acquisition to be in the best interests of Hammerson Shareholders as a whole and intends unanimously to recommend that Hammerson Shareholders vote in favour of the Hammerson Resolutions to be proposed at the Hammerson General Meeting which is to be convened to approve the Acquisition, as the Hammerson Directors have irrevocably undertaken to do in respect of their own holdings of, in aggregate, 1,402,494 Hammerson Shares representing approximately 0.2 per cent. of the issued ordinary share capital of Hammerson on 5 December 2017 (being the last Business Day before the date of this Announcement).
●	The Hammerson Board has received financial advice from Deutsche Bank, J.P. Morgan Cazenove and Lazard in relation to the Acquisition. In providing their advice to the Hammerson Board, Deutsche Bank, J.P. Morgan Cazenove and Lazard have taken into account the commercial assessments of the Hammerson Board.

Recommended Offer for Intu Properties plc

1. Introduction

2. The Acquisition

3. Background to and reasons for the Acquisition

4. Recommendations

5. Background to and reasons for the Intu Recommendation

6. Conditions

7. Peel

8. Information on Hammerson

9. Information on Intu

10. Irrevocable undertakings and letters of intent to vote in favour of the Acquisition

11. Management and employees

12. Intu Share Plans and Intu Convertible Bonds

13. Offer-related arrangements

14. Structure of the Acquisition

15. Dividends

16. Hammerson Shareholder approval and Prospectus

17. De-listing and re-registration

18. Settlement, listing and dealing of New Hammerson Shares

19. Overseas shareholders

20. Disclosure of interests in Intu Shares

21. Documents available on website

22. General

Companies

UK 100

Latest directors dealings

●	It is intended that the Acquisition will be implemented by way of a scheme of arrangement under Part 26 of the Companies Act, further details of which are contained in the full text of this Announcement. Hammerson reserves the right to implement the Acquisition by way of a takeover offer, subject to the Panel's consent and the terms of the Co-operation Agreement.
●	The Acquisition is subject to, inter alia, the satisfaction or waiver of the Conditions set out in Appendix 1 to this Announcement. The Acquisition is also subject to the further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document.
●	The Scheme Document will contain full details of the Acquisition and notices of the Court Meeting and Intu General Meeting, and will specify the action to be taken by Intu Shareholders. It is expected that the Scheme Document will be dispatched to Intu Shareholders (together with the Forms of Proxy) during or prior to April 2018.
●	It is expected that the Prospectus, containing information about the New Hammerson Shares, will be published at or around the same time as the Scheme Document is posted to Intu Shareholders. It is also expected that the Hammerson Circular, containing details of the Acquisition and notice of the Hammerson General Meeting, will be posted to Hammerson Shareholders at or around the same time as the Scheme Document is posted to Intu Shareholders, with the Hammerson General Meeting being held at or around the same time as the Intu General Meeting and the Court Meeting.
●	The Scheme is expected to become Effective in Q4 2018, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions set out in the Scheme Document.

●	Upon Completion, Hammerson will become a leading European retail REIT with GAV of approximately £21 billion.
●	In line with Hammerson's strategy to focus on growing consumer markets, the Acquisition will increase ownership of high-quality destination shopping centres including intu Trafford Centre, Manchester; intu Lakeside, Essex; and intu Metrocentre, Gateshead.
●	The Acquisition will create a larger, diversified, pan-European portfolio of retail destinations across major growth cities and catchments more relevant to retailers expanding across Europe.
●	The Acquisition will support Hammerson's positive like-for-like net rental income growth through an enhanced combined operating platform.

●	The Enlarged Group will be led by David Atkins, CEO, and Timon Drakesmith, CFO, ensuring continuity of an existing high-performance track record.
●	A depth of talent from across the Enlarged Group will adopt an enhanced operating and development platform including:
	○	maintaining Hammerson's rigorous focus on curating the best retailer and brand mix;
	○	applying combined expertise in delivering variety and innovation in food and beverage offering; and;
	○	enlivening malls with engaging pop-ups and events and an improved digital experience.
●	Management will apply an income-focused strategy across all assets in the Enlarged Group.
●	Hammerson's track record of successful development and expertise will be deployed across the Enlarged Group's development pipeline.

●	The Enlarged Group allows for a larger capital recycling programme, in line with Hammerson's disciplined approach to portfolio allocation, to refine quality and create a more resilient and adaptive business.
●	Hammerson has carried out a detailed preliminary assessment of the combined portfolio and has identified at least £2 billion of disposals from across both portfolios and primarily within the UK which will be carried out over the short to medium term, further enhancing the quality of the portfolio.
●	The disposal programme is broadly in line with Hammerson's historic run-rate and will reduce leverage, whilst the Enlarged Group will remain a sector leader in terms of size.
●	The proceeds from disposals will provide financial flexibility to invest in higher return opportunities in Spain, Ireland and Premium Outlets, and the Enlarged Group's development pipeline.

●	Recognising the evolving role of retail and leisure destinations, the Enlarged Group will be better positioned to invest meaningful resources into enhancing and differentiating its destinations through events, customer services and improved digital capabilities.
●	The 'intu' brand has consistently produced a high net promoter score, to the benefit of shoppers and retailers.
●	Access to shared data and customer insights will further improve the Enlarged Group's consumer knowledge and help provide insights to retailers.
●	The Enlarged Group will draw on its complementary digital strategies, including Intu's affiliate website and Hammerson's bespoke apps, to deliver highly productive space that enables retailers to succeed in its centres in a multichannel landscape.

●	Opportunity to optimise capital structure and cost of funding through adapting Intu's facilities to Hammerson's cheaper and more flexible unsecured financing structure.
●	The Hammerson Board expects the Enlarged Group to maintain its investment grade credit rating.
●	Combined market capitalisation of approximately £6.9 billion which should increase shareholder liquidity and result in the Enlarged Group achieving higher indices weightings.
●	Hammerson financing policies to remain unchanged.
●	Combined net debt of approximately £8.2 billion and LTV of approximately 41 per cent. as at 30 June 2017, adjusted for subsequent property acquisitions and disposals.

●	Hammerson believes there is potential to achieve significant synergies across the Enlarged Group, reflecting the complementary nature of the two businesses.
●	The Hammerson Directors expect pre-tax cost synergies of approximately £25 million per annum from the rationalising and streamlining of group and support functions, including executive management, IT and digital platforms, and savings from reduced premises costs and other corporate costs, such as professional services fees. It is expected that the synergies will achieve such a run-rate by the end of the second year after Completion and there is an expected implementation cost of approximately £40 million.
●	In addition, the Hammerson Directors believe that there are opportunities for further cost savings, including by capturing enhanced value opportunities through complementary asset management capabilities as well as further synergies in time through the optimisation of the Enlarged Group's financing arrangements.
●	The Acquisition is expected to be accretive to earnings in the first full financial year following Completion.
●	Hammerson anticipates that the dividend growth of the Enlarged Group will be at least in line with Hammerson's historical dividend growth.

	○	rationalisation of group and support functions including the executive management, representing approximately 70 per cent. of the identified synergies;
	○	consolidation of IT and digital platforms, representing approximately 15 per cent. of the identified synergies; and
	○	further savings from reduced premises costs and other corporate costs, such as professional services fees, representing the remaining 15 per cent. of the identified synergies.

●	Establishing a £21 billion pan-European portfolio of high-quality retail and leisure destinations, well positioned to take advantage of evolving international consumer and retailer trends;
●	Offering strong diversification benefits and growth prospects with exposure to two of Europe's fastest growing economies of Ireland and Spain and to the Premium Outlets platform;
●	Unlocking further value creation opportunities through combining and optimising Intu's and Hammerson's portfolios;
●	Combined balance sheet strength and enhanced liquidity from potential disposals to reinvest in higher growth opportunities and improvements to existing assets, and optimisation of the Enlarged Group's financing arrangements;
●	Combining the superior experience, digital expertise and consumer know-how from both management teams to drive footfall and dwell time to deliver highly productive and valuable retail space and differentiated leisure destinations for consumers; and
●	Providing significant opportunities to derive synergy benefits through cost reductions.

●	certain undertakings intended to ensure that Hammerson maintains independence from Peel;
●	not to dispose of any shares in the Enlarged Group for a period of three years from Completion, subject to certain exceptions;
●	for a period of two years from Completion, not to acquire interests in the Enlarged Group (i) representing more than 3 per cent. of the issued share capital of the Enlarged Group in any rolling 12 month period and (ii) which would in aggregate result in Peel holding more than 20 per cent. of the issued share capital of the Enlarged Group, subject to certain exceptions; and
●	to vote in accordance with the Enlarged Group's board's recommendation on ordinary course resolutions and resolutions to approve Class 1 transactions under Chapter 10 of the Listing Rules.

●	Hammerson's adjusted Net Debt of £3,616 million, based on Hammerson's reported Net Debt as at 30 June 2017 of £3,710 million, adjusted for the acquisition of Cergy 3, Paris and the disposal of Place des Halles, Strasbourg; and
●	Intu's adjusted Net Debt of £4,597 million, based on Intu's reported Net Debt as at 30 June 2017 of £4,750 million, adjusted for the refinancing of intu Merry Hill, the additional intu Trafford Centre debt, and the disposal of 50 per cent. of Madrid Xanadú and 50 per cent. of intu Chapelfield, Norwich.

Name	Number of Intu Shares	Percentage of issued share capital of Intu (%)
John Strachan	30,000	0.00
Adèle Anderson	32,504	0.00
David Fischel^{^[1]}	1,155,030	0.09
Matthew Roberts^{^[2]}	341,992	0.03
Louise Patten	12,857	0.00
Richard Gordon^{^[3]}	7,005,211	0.52
Rakhi Goss-Custard	7,383	0.00
Raymond Fine[4]	169,308	0.01
Steven Underwood[5]	24,567	0.00
TOTAL	8,778,852	0.65%

Name	Number of Intu Shares	Percentage of issued share capital of Intu (%)
Peel Holdings (IoM) Limited	360,686,356	26.62
Cheeseden Investments Limited	5,585,334	0.41
Crescent Holding GmbH	35,454,064	2.62
TOTAL	401,725,754	29.65%

Name	Number of Intu Shares	Percentage of issued share capital of Intu (%)
Coronation Asset Managers (Pty) Ltd	274,716,076	20.27
TOTAL	274,716,076	20.27%

●	financial information relating to the Hammerson Group has been extracted or derived (without any adjustment) from the unaudited results for the six months ended 30 June 2017; and
●	financial information relating to the Intu Group has been extracted or derived (without any adjustment) from the unaudited results for the six months ended 30 June 2017.

●	by reference to the price of 534.5 pence per Hammerson Share, being the Closing Price on 5 December 2017, (being the last Business Day before the date of this Announcement); and
●	the Exchange Ratio of 0.475 New Hammerson Shares for each Intu Share.

●	the Closing Price of an Intu Share of 199 pence, as of 5 December 2017 (being the last Business Day before the date of this Announcement);
●	the volume weighted average price of an Intu Share of 213 pence for the three month period ended on 5 December 2017 (being the last Business Day before the date of this Announcement); and
●	the volume weighted average price of an Intu Share of 232 pence for the six month period ended on 5 December 2017 (being the last Business Day before the date of this Announcement).

●	the number of issued Hammerson Shares referred to in paragraph 4 above; and
●	any further Hammerson Shares which may be issued on or after the date of this Announcement on the exercise of options or vesting of awards under the Hammerson share schemes, amounting in aggregate to 1,192,962 Hammerson Shares; less
●	6,634 Hammerson Shares held by the Hammerson ESOP.

●	the number of issued Intu Shares referred to in paragraph 4 above; and
●	any further Intu Shares which may be issued on or after the date of this Announcement on the exercise of options or vesting of awards under the Intu Share Plans, amounting in aggregate to 7,587,121 Intu Shares; less
●	11,636,261 Intu Shares held by the Intu ESOP.

●	Hammerson's adjusted GAV of £10,353 million, based on Hammerson's reported GAV as at 30 June 2017 of £10,528 million, adjusted for the acquisition of Cergy 3, Paris and the disposal of Place des Halles, Strasbourg; and
●	Intu's adjusted GAV of £10,200 million, based on Intu's reported GAV as at 30 June 2017 of £10,584 million, adjusted for the disposal of 50 per cent. of Madrid Xanadú and 50 per cent. of intu Chapelfield, Norwich.

●	The combined Net Debt of Hammerson and Intu referred to in paragraph 8 above;
●	Hammerson's adjusted GAV referred to in paragraph 7 above, excluding Premium Outlets and non-controlling interests, but including Irish Loan Assets, the investment in VIA Outlets, and the investment in Value Retail; and
●	Intu's adjusted GAV referred to in paragraph 7 above.

●	the Scheme (or takeover offer, as applicable) is withdrawn or does not become effective on or lapses in accordance with its terms before the Long Stop Date, provided that the reason is not because Hammerson has elected to proceed by way of a takeover offer rather than by way of a Scheme; or
●	Hammerson announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new replacement scheme or takeover offer is announced by Hammerson; or
●	the Co-operation Agreement is terminated in accordance with its terms.

●	the Scheme does not become effective on or before 31 December 2019, provided that the reason is not because Hammerson has elected to proceed by way of a takeover offer rather than by way of a Scheme; or
●	Hammerson announces that it does not intend to make or proceed with the Acquisition and no new replacement scheme or takeover offer is announced by Hammerson.

●	the Scheme does not become effective on or before 31 October 2018, provided that the reason is not because Hammerson has elected to proceed by way of a takeover offer rather than by way of a Scheme; or
●	Hammerson proceeds with the Acquisition by way of a takeover offer and the takeover offer does not become wholly unconditional on or before 31 October 2018; or
●	Hammerson announces that it does not intend to make or proceed with the Acquisition (or the offer lapses or is otherwise withdrawn) and no new replacement scheme or takeover offer is announced by Hammerson.

Name	Number of Hammerson Shares	Percentage of issued share capital of Hammerson (%)
David Atkins	378,511	0.05
Pierre Bouchut	20,279	0.00
Gwyneth Burr	5,182	0.00
Peter Cole	324,778	0.04
Timon Drakesmith	238,871	0.03
Terrence Duddy	40,000	0.01
Andrew Formica	22,000	0.00
Judith Gibbons	4,115	0.00
Jean-Philippe Mouton	308,758	0.04
David Tyler	60,000	0.01
TOTAL	1,402,494	0.18%

"Acquisition"	the proposed acquisition by Hammerson of the entire issued and to be issued share capital of Intu to be implemented by the Scheme or, should Hammerson so elect with the consent of the Panel and subject to the terms of the Co-operation Agreement, by means of a takeover offer
"Admission"	admission of the New Hammerson Shares to the Official List with a premium listing and to trading on the Main Market
"Announcement"	this announcement
"Australia"	the Commonwealth of Australia, its states, territories and possessions
"Authorisations"	authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals
"BofA Merrill Lynch"	Merrill Lynch International, a subsidiary of Bank of America Corporation
"Business Day"	a day (other than a Saturday or Sunday) on which banks are open for general business in London
"Canada"	Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof
"Cheeseden"	Cheeseden Investments Limited
"Closing Price"	the closing middle market quotations of a share derived from the daily official list of the London Stock Exchange
"CMA"	the Competition and Markets Authority of the UK
"CMA Conditions"	the Conditions set out in paragraphs 3(d), (e) and (f) of Part 1 of Appendix 1 of this Announcement
"Code"	the City Code on Takeovers and Mergers
"Companies Act"	the Companies Act 2006
"Completion"	completion of the Acquisition
"Conditions"	the conditions to the implementation of the Acquisition (including the Scheme) which are set out in Appendix 1 to this announcement and to be set out in the Scheme Document
"Confidentiality Agreement"	the confidentiality agreement between Hammerson and Intu dated 13 November 2017
"Confidentiality and Joint Defense Agreement"	the confidentiality and joint defense agreement entered into between Hammerson and Intu dated 21 November 2017
"Co-operation Agreement"	the co-operation agreement dated 6 December 2017 between Hammerson and Intu and relating, among other things, to the implementation of the Acquisition
"Coronation"	Coronation Asset Managers (Pty) Ltd
"Court"	Her Majesty's High Court of Justice in England and Wales
"Court Meeting"	the meeting of Intu Shareholders (or any class or classes thereof) to be convened by an order of the Court under the Companies Act, notice of which will be set out in the Scheme Document, to consider, and if thought fit, approve the Scheme (with or without amendment) including any adjournment thereof, notice of which is to be contained in the Scheme Document
"Court Order"	the order of the Court sanctioning the Scheme under Part 26 of the Companies Act
"Crescent"	Crescent Holding GmbH
"CREST"	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Ltd is the operator
"Dealing Disclosure"	an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer
"Declared"	proposed, declared, made, paid or becomes payable
"Deutsche Bank"	Deutsche Bank AG, acting through its London branch
"Disclosed"	the information fairly disclosed: (i) by Intu in its published annual report and accounts for the period ended 31 December 2016, interim report for the period ended 30 June 2017 or the trading update for the period ended 2 November 2017; (ii) in any other public announcement made by Intu in accordance with the Market Abuse Regulation, Listing Rules, Disclosure Rules or Transparency Rules of the FCA or otherwise after 30 June 2017; (iii) by or on behalf of Intu to Hammerson (or its respective officers, employees, agents or advisers in their capacity as such) prior to the date of this Announcement; or (iv) in this Announcement
"Effective"	in the context of the Acquisition: (i) if the Acquisition is implemented by way of a Scheme, means the Scheme having become effective pursuant to its terms; or (ii) if the Acquisition is implemented by way of a takeover offer, such offer having become or been declared unconditional in all respects in accordance with its terms
"Effective Date"	the date on which the Scheme becomes effective pursuant to its terms
"Enlarged Group"	the enlarged group following the Acquisition comprising the Hammerson Group and the Intu Group
"Exchange Ratio"	the exchange ratio of 0.475 New Hammerson Shares in exchange for each Intu Share
"FCA"	the Financial Conduct Authority
"Hammerson"	Hammerson plc, incorporated in England with registered number 360632
"Hammerson Circular"	the document to be sent to Hammerson Shareholders containing information in relation to the Acquisition and, amongst other things, convening the Hammerson General Meeting to approve the Hammerson Resolutions
"Hammerson Declared Dividends"	has the meaning set out in paragraph 15 (Dividends) of this Announcement
"Hammerson Directors" or "Hammerson Board"	the board of directors of Hammerson and "Hammerson Director" means any of them
"Hammerson Equalisation Dividend"	has the meaning set out in paragraph 15 (Dividends) of this Announcement
"Hammerson General Meeting"	the general meeting of Hammerson Shareholders to be convened in connection with the Acquisition, notice of which will be set out in the Hammerson Circular, to consider, and if thought fit, approve various matters in connection with the Acquisition, including any adjournment thereof
"Hammerson Group"	Hammerson and its subsidiary undertakings
"Hammerson Resolutions"	the shareholder resolutions of Hammerson necessary to implement the Acquisition, including without limitation to approve, effect and implement the Acquisition, to approve the Acquisition as a Class 1 transaction under the Listing Rules and to grant authority to the Hammerson Directors to allot the New Hammerson Shares (and any amendment(s) thereof)
"Hammerson Shareholders"	holders of Hammerson Shares
"Hammerson Shares"	the ordinary shares of 25 pence each in Hammerson
"Intu"	Intu Properties plc, incorporated in England with registered number 3685527
"Intu Convertible Bonds"	the Intu Convertible Bonds due 2018 and the Intu Convertible Bonds due 2022;
"Intu Convertible Bonds due 2018"	£160,400,000 2.50 per cent. guaranteed convertible bonds due 2018 issued by Intu (Jersey) Limited (a wholly owned subsidiary of the Company), with ISIN number XS0834486796
"Intu Convertible Bonds due 2022"	£375,000,000 2.875 per cent. guaranteed convertible bonds due 2022 issued by Intu (Jersey) 2 Limited (a wholly owned subsidiary of the Company), with ISIN number XS1511910025
"Intu Declared Dividends"	has the meaning set out in paragraph 15 (Dividends) of this Announcement
"Intu Directors" or "Intu Board"	the board of directors of Intu and "Intu Director" means any of them
"Intu Equalisation Dividend"	has the meaning set out in paragraph 15 (Dividends) of this Announcement
"Intu General Meeting"	the general meeting of Intu Shareholders to be convened in connection with the Acquisition, notice of which will be set out in the Scheme Document, to consider, and if thought fit, approve various matters in connection with the Acquisition, including any adjournment thereof
"Intu Group"	Intu and its subsidiary undertakings
"Intu JSOP"	the joint ownership arrangements operated by Intu in connection with Intu Properties plc Performance Share Plan and/or the Intu Properties plc Unapproved Share Option Scheme
"Intu Share Plans"	the Intu Properties plc Performance Share Plan, Intu Properties plc Bonus Scheme, Intu Properties plc Unapproved Share Option Scheme, Intu Properties plc Approved Share Option Scheme and Intu Retail Services Sharesave Plan 2016
"Intu Shareholders"	holders of Intu Shares
"Intu Shares"	ordinary shares of 50 pence each in the capital of Intu
"Intu SIP"	the Intu Properties plc Share Incentive Plan
"J.P. Morgan Cazenove"	J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove
"JSE"	(i) JSE Limited, a public company incorporated in accordance with the laws of South Africa and licensed as an exchange under the South African Financial Markets Act, 19 of 2012 or (ii) the securities exchange operated by JSE Limited, as the context indicates
"Lazard"	Lazard & Co., Limited
"Listing Rules"	the listing rules issued by the UK Listing Authority pursuant to Part 6 of the Financial Services and Markets Act 2000
"London Stock Exchange"	London Stock Exchange plc
"Long Stop Date"	31 December 2019 or such later date as may be agreed in writing by Hammerson and Intu (with the Panel's consent and as the Court may approve (if such approval(s) are required))
"Main Market"	the Main Market of the London Stock Exchange
"Market Abuse Regulation"	Regulation (EU) No. 596/2014 of the European Parliament and the Council of 16 April 2014 on market abuse
"Merger Control Authority"	any national, supra-national or regional, government or governmental, quasi-governmental, statutory, regulatory or investigative body or court, in any jurisdiction, responsible for the review and/or approval of mergers, acquisitions, concentrations, joint ventures, or any other similar matter
"New Hammerson Shares"	the new Hammerson Shares, to be allotted pursuant to the Scheme
"Notice of Provisional Findings"	the notice issued by the CMA under Rule 11 of the CMA Rules of Procedure (CMA17)
"Notice of Possible Remedies"	the notice issued by the CMA under Rule 12 of the CMA Rules of Procedure (CMA17)
"Official List"	the official list maintained by the UK Listing Authority pursuant to Part 6 of the Financial Services and Markets Act 2000
"Opening Position Disclosure"	an announcement pursuant to Rule 8 of the Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer
"Panel" or "Takeover Panel"	the Panel on Takeovers and Mergers
"Peel"	Peel Holdings (IOM) Limited
"Permitted Dividend"	(a) in respect of Intu: (i) any dividend in respect of Intu Shares Declared in the ordinary course and consistent with the past practice of Intu as to timing and amount; and (ii) any Intu Equalisation Dividend; and (b) in respect of Hammerson: (i) any dividend in respect of Hammerson Shares Declared in the ordinary course and consistent with the past practice of Hammerson as to timing and amount; and (ii) any Hammerson Equalisation Dividend
"Phase 2 CMA Reference"	a reference pursuant to Section 22 or 33 of the Enterprise Act 2002 of the Acquisition to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013
"Prospectus"	the prospectus or equivalent document to be published by Hammerson under the Prospectus Rules in respect of the New Hammerson Shares to be issued to Intu Shareholders in connection with the Acquisition and for the purpose of Admission
"Prospectus Rules"	the prospectus rules issued by the UK Listing Authority pursuant to Part 6 of the Financial Services and Markets Act 2000
"Registrar of Companies"	the Registrar of Companies in England and Wales
"Regulatory Information Service"	a primary information provider which has been approved by the FCA to disseminate regulated information
"Rothschild"	N.M. Rothschild & Sons Limited
"Scheme" or "Scheme of Arrangement"	the Scheme of Arrangement proposed to be made under Part 26 of the Companies Act between Intu and the holders of the Scheme Shares to be set out in the Scheme Document, with or subject to any modification, addition or condition approved or imposed by the Court
"Scheme Court Hearing"	the hearing of the Court to sanction the Scheme
"Scheme Document"	the document to be sent to Intu Shareholders setting out, amongst other things, the Scheme and notices convening the Court Meeting and the Intu General Meeting
"Scheme Record Time"	the time and date specified as such in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately preceding the Effective Date or such other time as Hammerson and Intu may agree
"Scheme Shareholders"	holders of Scheme Shares and a "Scheme Shareholder" shall mean any one of those scheme shareholders
"Scheme Shares"	the Intu Shares: (i) in issue at the date of the Scheme Document and which remain in issue at the Scheme Record Time; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time and which remain in issue at the Scheme Record Time; and (iii) (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time on terms that the holder thereof shall be bound by the Scheme or in respect of which the original or any subsequent holders thereof are, or have agreed in writing to be, bound by the Scheme and, in each case, which remain in issue at the Scheme Record Time excluding, in any case, any Intu Shares held in treasury or held by or on behalf of Hammerson or any member of the Hammerson Group at the Scheme Record Time
"Significant Interest"	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of (i) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking or (ii) the relevant partnership interest
"South Africa"	the Republic of South Africa
"subsidiary" and "subsidiary undertaking"	have the meanings given to them in the Companies Act
"Third Party"	any government or governmental, quasi-governmental, supra-national, statutory, administrative or regulatory body, authority, court, trade agency, association, institution, environmental body or any other person or body in any jurisdiction
"Treasury Shares"	shares held as treasury shares as defined in section 724(5) of the Companies Act
"UBS"	UBS Limited
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority"	the Financial Conduct Authority when it is exercising its powers under Part 6 of the Financial Services and Markets Act 2000 as amended
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction
"Voting Record Time"	the time and date specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.30 p.m. on the day which is two days before the date of the Court Meeting or if the Court Meeting is adjourned, 6.30 p.m. on the day which is two days before such adjourned meeting
"Wider Hammerson Group"	Hammerson and its subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or person in which Hammerson and all such undertakings (aggregating their interests) have a Significant Interest
"Wider Intu Group"	Intu and its subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or person in which Intu and all such undertakings (aggregating their interests) have a Significant Interest
"Wider Peel Group"	Peel and Cheeseden and their respective subsidiaries
"£" or "Sterling"	pounds sterling, the lawful currency for the time being of the UK and references to "pence" and "p" shall be construed accordingly