Intu (SGS) Finance plc Investor Presentation February 2013 - - PowerPoint PPT Presentation

Investor Presentation Intu (SGS) Finance plc

February 2013

Matthew Roberts Finance Director

• Appointed Finance Director in June 2010
• Previously Finance Director of Debenhams plc (1996 - 2003) and Chief Financial Officer of Gala (subsequently Gala Coral

Group) (2004 – 2008)

• Managed Debenhams’ 1998 IPO and closely involved in the £3bn debt raising to finance Gala’s acquisition of Coral

Mike Butterworth Chief Operating Officer

• Appointed in October 2011
• Joined the Group as Chairman of CSC Trafford in 2011
• Formerly Property Director of Peel Holdings and Managing Director of The Trafford Centre Limited

Daniel Shepherd Group Treasurer

• Joined in September 2008
• Treasury career commenced in 2000 with Enterprise Oil followed by roles at PA Consulting Group and easyJet

Hugh Ford General Corporate Counsel

• Appointed General Corporate Counsel in 2003
• Previously General Manager Legal at Virgin Atlantic Airways and, prior to that, commercial lawyer at British Airways Plc
• Qualified as a solicitor in 1992 with Freshfields

Presenters

Intu (SGS) Finance plc Agenda

• 1. Introduction

2. Intu as Sponsor 3. Intu as Property Administrator 4. Initial portfolio of Security Group 5. Structural features and key creditor protections 6. Proposed bond issue 7. Conclusion Appendix

1.Introduction

• FTSE 100 REIT

– UK’s 4th biggest(1)

• UK’s largest shopping centre operator

– 15 centres – 10 of the UK’s top 25: more than any other

• perator

– Exchanged on Midsummer Place shopping centre

• Total asset value of £7.1bn (2)
• Formerly Capital Shopping Centres Group plc
• High quality portfolio

– Two thirds of UK population within 45 minutes’ drive of an Intu shopping centre – 320 million annual customer visits – 16.6 million sq ft of prime retail – 96% occupancy (2)

Intu and its centres

____________________ (1) By market capitalisation. (2) As at 31 Dec 2012.

• Secured issuer-borrower

structure

• FinCo will be able to raise

debt from multiple sources, including day one

– Up to c.£700m comprising benchmark bond and committed bridge facility – c. £450m 5 year term facility

• All secured debt ranks

senior and pari passu, with the same covenants and security package

• Investors benefit from

– full first-ranking security – ability to appoint administrative receiver – robust common security and covenant package – ringfencing of the Security Group from insolvency

Transaction overview

Secured, long-term, stable funding platform balancing portfolio and operational flexibility with robust creditor

• protections. This represents Intu’s funding vehicle of choice for raising financing in the future

Security Group Property Administrators Obligor Security Trustee PropCos and other Obligors Obligor Cash Manager Liquidity Facility Provider Private Placement Notecholders Hedge Counterparties Issuer Trustee Issuer Cash Manager Noteholders FinCo Issuer Property Administration Agreement Obligor Security and Obligor Floating Charge Obligor Cash Management Agreement Proceeds

• f ICL

Issuer Cash Management Agreement Notes ICL Liquidity Facility(1) Private Placements Bridge Facility and Term Facility Issuer Security (Including Obligor Security) Hedge Agreements Authorised Facility Providers ____________________ (1) To be entered into to the extent that there is no debt service reserve and if the LTV > 63.75% or Historical ICR < 1.50x

High quality, well known properties selected for the initial portfolio of the Security Group

• High quality and large scale shopping centres, diversified across geography and location (out-of-town and town centre)
• Wide, affluent catchment areas with strong transport links
• Anchored by leading UK and international brands
• 3 of the 4 centres previously financed through rated CMBS
• Representative of Intu’s properties, with initial portfolio of Security Group accounting for c.33% of the total value and

net rental income

____________________ (1) Note: DTZ valuation as of 31 Dec 2012 (2) Source: PMA. Top shopping centres on basis of PMA Retail Score (2012) (3) Valuations differ from those in Intu’s 2012 annual results as certain adjacent properties are excluded from the Security Group

Shopping centre / location Value £m (1) PMA Rating (2) Description

• Flagship UK shopping centre with 4 department stores and over 250 shops
• Super prime, out-of-town regional shopping centre
• 100% owned, freehold

Thurrock (M25) 1,093 7 Glasgow (3) 582 22

• One of Scotland’s leading retail and leisure destinations, 15 minutes from Glasgow city centre
• Prime, out-of-town
• 100% owned, freehold

Watford 324 19

• Premium location in affluent home county of Hertfordshire
• Prime, regional centre
• 100% leasehold interest, 999 year lease

Nottingham (3) 307 38

• Nottingham’s number 1 retail destination
• Prime, major city centre
• 100% owned, freehold

Total 2,306

• Superior quality of SG initial portfolio

– Large-scale, geographically diversified portfolio selected for the Security Group (“SG Initial Portfolio” on the Issue Date and “SG Portfolio” thereafter), including 3 of the UK’s top 25 shopping centres (1) – Representative of Intu’s wider portfolio of shopping centres (“Intu Properties”)

• High occupancy rates, solid tenant mix and diversified income stream

– Predictable, highly granular rental income stream from more than 350 tenants – Top 10 tenants represent approximately 30% of gross contracted rent and no single tenant more than 5% – Current occupancy 95%

• Strong, experienced property administrator

– UK’s largest shopping centre operator with total asset value of £7.1bn – Operating 10 of the UK’s top 25 shopping centres(1) and 15 in total

• Low cost and maintenance requirements

– Service charge allows maintenance capex and operating costs to be fully passed through to tenants

• Simple, robust financial structure with comprehensive covenant package

– Simple, single-tranche debt with opening LTV of 50% – Tiered covenant regime with incremental restrictions imposed as performance deteriorates – Limitations focused on portfolio changes and developments with additional liquidity and hedging requirements

Transaction key messages

____________________ (1) Source: PMA 2012 Retail Score.

• 2. Intu as Sponsor

Intu - UK market leader

Ownership of major UK shopping centres (1)

____________________ (1) Number of shopping centres > 400,000 sq.ft. in 50 highest rented locations where owner has at least a 33% share (excludes The Potteries and Broadmarsh). Source: PMA (2) As at 31 Dec 2012. (3) Excludes Broadmarsh (2) (3)

Intu’s historic occupancy rates and top 20 tenants

Top 20 tenant groups total

Rank Tenant group Number of units Secured rent % 1 Arcadia (1) 59 6% 2 Next 22 3% 3 Boots 24 3% 4 H&M 15 2% 5 Debenhams 9 2% 6 JD Sports (2) 34 2% 7 Sportsdirect (3) 21 2% 8 New Look 12 2% 9 Monsoon 26 2% 10 Dixons Retail 12 1% 11 Primark 7 1% 12 River Island 14 1% 13 A S Watson (4) 31 1% 14 Signet Group (5) 32 1% 15 W H Smith 13 1% 16 Clinton’s 21 1% 17 Republic (7) 14 1% 18 House of Fraser 4 1% 19 Aurora (6) 26 1% 20 HMV (7) 12 1% Top 20 tenant groups Total 408 35%

____________________ (1) Includes BHS, Topshop, Topman, Burtons, Dorothy Perkins, Miss Selfridge, Wallis and Evans (2) Includes Bank, Blacks, Cecil Gee and Scotts (3) Includes USC (4) Includes Superdrug and The Perfume Shop (5) Includes H Samuel and Ernest Jones (6) Includes Oasis, Warehouse and Coast (7) HMV entered administration in January 2013, Republic in February 2013. In respect of these two tenants, at 25 February 2013 25 units (2 per cent of secured rent) were being traded by the administrators

2008 2009 2010 2011 2012 90% 92% 94% 96% 98% 100% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

• Occupancy remained broadly steady in H2 2012
• Compares favourably with the UK average shop

vacancy of 14%

• Successfully re-let the vast majority of units let to

tenants who entered administration during 2012

• 4% of rent is currently attributable to tenants in

administration, of which 3% is being traded Historic occupancy rates

Intu – financial highlights

____________________ (1) Net external debt adjusted for Metrocentre compound financial instrument (2) Includes (2012 £5.8 million; 2011 £5.3 million) convertible bond interest charged directly to reserves in financial statements but included in the calculation of underlying earnings.

£m 31 December 2011 31 December 2012 Total properties £6,960m £7,073m Net external debt (1) £(3,374)m £(3,504)m Net debt to assets 48.5% 49.5% Cash and undrawn committed corporate facilities £421m £563m Net assets £2,946m £3,006m NAV per share (diluted, adjusted) 391p 392p Weighted average cost of gross debt 5.6% 5.2% Weighted average maturity of gross debt 7.0 years 6.1 years £m Full Year 2011 Full Year 2012 Net Rental Income 364.0 362.6 Administration expenses (24.1) (26.7) Net finance cost (underlying) (206.0) (204.0) Dividend from US investment 8.3 6.3 Other (2) (3.6) (0.5) Underlying earnings 138.6 137.7 Underlying earnings per share 16.5p 16.1p Interest cover 1.71x 1.69x

The Security Group represents 33% of Intu by value and net rental income

• 3. Intu as Property Administrator

Asset management team

Jonathan Ainsley Martin Breeden Julian Wilkinson David Parker Rod Webber Charlie Griffiths Alison Woodall Mike Butterworth COO Asset Management Directors Asset Managers

The Asset Management Team has combined experience of 115 years

Proactive portfolio administration strategy

Leasing strategy

Intu’s approach

• Right retailers in the right places paying the right rents
• International retailers, flagship and new concept stores, broadening the catering

and leisure offer

• Organic active management opportunities to widen catchments, extend dwell

times and enliven centres, adding theatre and experience to enhance the destination status Letting activity in 2012

• 169 new long term leases signed (£44m of annual rent)
• New leases represent a 7% increase from previous passing rent for those units
• Tenant investment in stores of £70m for 2012

Significant lettings in 2012

• International entrants (eg Banana Republic, Victoria’s Secret and Forever 21)
• pening early phase stores at the larger centres
• Growing retailers (eg Apple, Thomas Sabo, Swarovski and Schuh) expanding
• Major existing retailers (eg Next, TopShop and H&M) expanding into larger

stores in the best locations

• Catering operators (eg Tragus and Mitchells & Butler) broadening the range of

food and beverage offers

• Established retailers (eg Arcadia and WH Smith) reconfiguring their existing store

portfolio to suit new business models Typical Lease Terms

• 10 years at a fixed rental level with an upward-only rent review at the end of

year 5

• Turnover-based overage often applied (3-4% of total rent in recent years)
• Rent generally payable quarterly in advance
• Tenant incentives include rent free periods and/or contribution to fit-out costs

____________________ (1) Note: Expressed as a % of rent roll.

Rent review cycle (1) Lease expiry profile (1)

UK retail market overview

____________________ (1) Sources: BRC-KPMG. (2) Sources: Experian – UK National Monthly Data for Retail. (3) Intu annual footfall growth relative to UK retail footfall benchmark.

Cumulative annual footfall growth outperformance (2)(3) Annual LfL retail sales growth (UK) (1)

• Positive sales growth despite low consumer

confidence and challenging economic backdrop

• UK average retail sales growth for 2008-2012 of

c.0.3% (2001-2007 average c.2.4%)

• UK retail sales grew by +0.2% YoY in December

2012, marginally below the four year average, and significantly below pre-crisis levels

• Intu footfall growth has constantly outperformed the

national retail benchmark as measured by Experian

• Intu footfall rose 2008-2011 while national retail

benchmark growth was negative

• In 2012, Intu footfall fell by 1% vs. national retail

benchmark, which fell by 3%

• Leisure component of prime regional shopping centres

is becoming increasingly important to attract footfall

Intu cumulative footfall Outperformance vs. benchmark % 5.3% 4.0% 1.9% 1.6% (0.5%) 2.2% 2.2% (0.8%) 1.5% 0.7% 0.1% 0.2% (2) 2 4 6 8 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 100 103 108 111 115 118 95 100 105 110 115 120 2007 2008 2009 2010 2011 2012

UK retail market overview

____________________ (1) Source: CBRE, NSLP. (2) Source: Company Reports and PMA. (3) Comparison goods market share based on NSLSP shopping population.

• Retailers focusing on fewer stores,

typically in prime shopping centres

• Trend driven by international and

successful domestic retailers, wanting flagship stores in best locations

• Trend towards flagship stores has led

to more experience-led shopping behaviour with greater focus on leisure and catering

• Occupancy remains consistently

> 90% across all Intu centres

• Occupancy in all retail sectors has

fallen as the result of tenant failures – Many tenants continue to trade and pay rent while in administration

International brands expanding into the UK market Structure shift to fewer retail locations (1)(3) Occupancy (2)

0% 20% 40% 60% 80%

20 40 60 80 100 120 140 160 180 200 Market Share 2011 Market Share 1971 2011: 50% market share from 90 trading locations 1971: 50% market share from 200 trading locations Market share (1) Trading Locations

• Intu has 11 of Apple’s 35 UK stores
• Trend among brand-led international

retailers to open flagship stores across UK shopping centres

• Banana Republic chose Intu’s

Trafford Centre to open its first store in the north

• Forever 21 chose Lakeside to open

its fifth UK store

Apple Hollister California Banana Republic Jack Wolfskin Brooks Brothers Police Calzedonia The Kooples Coach UGG Australia Forever 21 Victoria's Secret Gilly Hicks Sydney Zadig & Voltaire G-star H&M

• 4. Initial portfolio of Security Group

SG Initial Portfolio information as at 31 December 2012(1)

____________________ (1) On closing, DTZ will confirm no material change of valuation since 31 December 2012 (“Valuation Cut-Off Date”)

Lakeside Watford Victoria Tenure Freehold Freehold Leasehold Freehold Area (‘000 sq ft) 1,434 1,133 726 981

• No. of retail leases

238 132 126 117 Current net income (£m) 57.2 30.9 18.2 16.5 Estimated Rental Value (£m) 66.4 41.6 25.9 24.1 % of market valuation 47.4% 25.2% 14.1% 13.3% Market value (£m) 1,092.5 582.0 324.0 307.0

(7%) (4%) 3% 1% (2%) (10%) (5%) 0% 5% 2008 2009 2010 2011 2012

• Market value:

£2,306m

• Estimated rental value:

£158m

• LTM EBITDA:

£122m

• Net initial yield:

5.09%

• Nominal equivalent yield: 6.01% (1)
• Wtd. avg. lease expiry:

6.8yrs

Security Group – operating metrics

Historic yield Key financial metrics (2012) Operating cash flows EBITDA growth

(£m) 2007 2008 2009 2010 2011 2012 Rent 128.4 124.0 117.4 116.4 118.4 118.0 Turnover rent 2.7 3.3 3.2 3.8 3.5 4.0 Other income 12.4 9.0 11.1 12.9 12.6 9.8 Gross Rental Income 143.6 136.3 131.7 133.1 134.4 131.8 Non-recoverable costs (6.9) (9.1) (9.5) (7.6) (7.9) (8.6) Head rents payable (2.1) (2.1) (2.0) (2.0) (1.9) (1.7) EBITDA (2) 134.6 125.2 120.3 123.5 124.6 121.5 Adjust for rent free amounts in Rent 0.4 2.7 (0.3) (1.5) (3.2) (0.3) Adjust for incentive amortisation in Rent 0.8 1.3 1.1 0.7 0.7 1.0 Adjust for other non-cash elements 0.8 1.0 0.9 0.5 0.3 0.3 Cash Net Rental Income 136.6 130.2 122.0 123.2 122.4 122.4

CAGR 2007–2012: (2.0%)

0.0% 2.0% 4.0% 6.0% 8.0% Dec-06 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Nominal Equivalent Yield: Wtd. Avg. (1) Gilt 10 Years

1.8% 6.0%

____________________ (1) Weighted average by market value. (2) The historic numbers do not include the Group‘s current Property Administrator fees. On establishment of the Security Group, a market based Property Administrator fee will be charged

• c. 360 tenants under 610 leases
• 32 long term lettings agreed in 2012

representing £8.2m of new annual rent (in aggregate c.16% above previous passing rent for those units)

• Significant lettings in 2012 included

Forever 21, BHS/Topshop, Schuh and Apple

• 23 true void units
• 37 tenant unit administrations in 2012

26 have been re-let, 1 still trading and 1 other under offer

Security Group

Tenancy overview

____________________ (1) Based on tenant groups.

10% 10% 8% 10% 16% 0% 5% 10% 15% 20% Pre- 2012 2012 2013 2014 2015

Occupancy rates Recent letting activity Rent review cycle Top 10 tenants (1) Cash Net Rental Income (in £m) Lease expiry profile

7% 16% 17% 12% 38% 20% 0% 10% 20% 30% 40% 2013 2014 2015 2016 2017- 2020 2021+ 130 122 123 122 122 110 115 120 125 130 135 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 94% 98% 99% 97% 95% 50% 60% 70% 80% 90% 100% Dec-08 Dec-09 Dec-10 Dec-11 Dec-12

Tenant Gross contracted rent (£m) % Total

1 Arcadia 7.0 6% 2 Next 4.9 4% 3 Primark 4.6 4% 4 Boots 3.9 3% 5 W H Smith 3.1 3% 6 JD Sports 3.0 3% 7 Monsoon 2.6 2% 8 SportsDirect 2.5 2% 9 House of Fraser 2.4 2% 10 H&M 2.2 2% Total 36.2 31%

• Wtd. avg. lease expiry: 6.8 Yrs

Lakeside, Thurrock (M25)

Lakeside, Thurrock (M25)

Overview

• Major out of town shopping centre
• Close to the M25 just north of the Dartford River Crossing, east of London
• Opened in 1990
• 1,434,000 sq ft of retail space primarily arranged on two levels
• Anchor Stores and MSUs: Marks & Spencer, Argos, Primark, BHS, Boots, Debenhams,

House of Fraser, WH Smith and Next

• Leisure: 9 screen multiplex cinema, 1,100-seat food court, 12 restaurants along Boardwalk,

26 acre lake with water sports

• Transport: Rail and bus station, coach park, taxi rank, 13,000 free secure parking spaces
• Freehold 100% owned by Intu

Description

• 97% Occupancy, over 250 stores
• 25m annual footfall
• 2hrs 13 minutes average dwell time
• 4.3m people living within 45 minute drive time
• Frequency of visits: 26% visit at least weekly and 60% visit at least monthly

– 59% ABC1, 57% 16-44yrs, 73% female shoppers

Key statistics

• The expansion of the existing Ernest Jones unit 339 to

incorporate unit 338

• Options are being examined for combining units 52 - 54 with

approximately 4,000 sq ft of Argos space at the rear. It is likely that the space will be configured as two deep units that will be more readily lettable in the current market

• A proposal is underway to refurbish the foodcourt. A

rejuvenation of the common spaces and overhaul of the tenant mix would improve the trading performance and increase the passing rent

• Terms are under negotiation for W H Smith to relocate from

unit 109 to another unit. Unit 109 is being marketed with several different split options. Placing new tenants in unit 109 is likely to have a beneficial impact on the tenant mix in this area of the centre

Lakeside, Thurrock (M25)

Asset management

• LPA’s Planning Committee approved the Outline Planning Application for an extension at the Northern end of the Centre in August
• 2012. The Northern Extension would be c.325,000 sq ft and will consist of c. 20-30 retail units, restaurants, a new transport

interchange, bridge over Alexandra Lake and improved public realm and pedestrian and cycle links. Completion is targeted in 2016

• Planning consent has approved for a hotel and restaurant alongside the lake. The hotel will improve footfall and dwell times at

Lakeside

• The extension and hotel would be located on land whose title would be included in the Security Group

Long term strategy

• A roof-level expansion of units 205-207 has been undertaken

to create a single 3-level, 35,000 sq ft unit for letting to US retailer Forever 21. The store opened for Christmas 2012

• Units 334 and 335 have been combined into a single 31,000

sq ft unit. The new, larger unit has been let to Topshop and

• pened in December 2011
• Units 287 and 288 have been combined into a single unit.

The new unit has been let to The Locker Room

Recent asset management initiatives Asset management strategy

55 55 55 57 57 50 55 60 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12

• 15 long term lettings agreed in 2012

representing £3.1m of new annual rent

• Significant lettings and renewals in

2012 include Forever 21, BHS/Topshop

• 6 true void units
• 17 tenant unit administrations in 2012

(12 re-let)

Lakeside, Thurrock (M25)

Tenancy Overview

15% 7% 7% 7% 25% 0% 10% 20% 30% Pre- 2012 2012 2013 2014 2015

Occupancy rates Recent letting activity Rent review cycle Top 10 tenants Cash Net Rental Income (in £m) Lease expiry profile

6% 6% 25% 13% 28% 22% 0% 5% 10% 15% 20% 25% 30% 2013 2014 2015 2016 2017- 2020 2021+ 95% 98% 99% 98% 97% 50% 60% 70% 80% 90% 100% Dec-08 Dec-09 Dec-10 Dec-11 Dec-12

Tenant Gross contracted rent (£m) % Total

1 Arcadia 4.3 8% 2 Primark 2.0 4% 3 JD Sports 1.7 3% 4 Next 1.6 3% 5 Boots 1.6 3% 6 House of Fraser 1.5 3% 7 Debenhams 1.5 3% 8 W H Smith 1.1 2% 9 Inditex 1.1 2% 10 Aurora 0.9 2% Total 17.3 33%

• Wtd. avg. lease expiry: 6.6 Yrs

Braehead, Glasgow

Braehead, Glasgow

Overview

• Major out of town shopping centre close to the M8 motorway, c.8 kilometres (5 miles) to the

west of Glasgow City Centre

• Opened in September 1999
• 1,133,000 sq ft of retail and leisure space arranged over two floors
• Anchor Stores and MSUs: Marks & Spencer, Primark, Apple, Next, H&M, Topshop,

Hollister, Gap, New Look, Boots and W H Smith

• Leisure: 4,000-seat international arena, curling rinks, restaurants and bars. A multiplex

cinema, bowling and indoor ski slope is located in adjacent Xscape (not included in Secured Group)

• Transport: Onsite bus station, 6,500 free car parking spaces plus 1,300 at Xscape
• The retail park comprises 11 units (260,000 sq ft) including A1 Food (Sainsbury’s unit) and

bulky goods retail warehouse accommodation, anchored by Next at Home. Units range from 3,315 sq ft to 135,479 sq ft

• Feuhold (freehold equivalent) 100% owned by Intu

Description

• 95% occupancy, over 120 stores
• 17m annual footfall
• 1hr 27 minutes average dwell time
• 2.4m people living within 45 minute drive time
• Frequency of visits: 40% visit at least weekly and 76% visit at least monthly

– 53% ABC1, 51% 16-44yrs, 73% female shoppers

Key statistics

Asset management

Braehead, Glasgow

• At the end of 2012 Renfrewshire Council resolved to recognise Braehead as a new town centre
• A planning application was submitted in January 2013 to the LPA for an extension of up to 441,500 sq ft of retail space. The

development would include a department store, c. 20-30 retail units, restaurants, a hotel, a new arena and public transport initiatives

• Escalators have been removed from the entrance to the

restaurant area allowing greater visibility thereof from the main mall

• Units 168 and 169 have been combined into a single

double-fronted unit. The new, larger unit has been let to Schuh and opened in late September 2012

• Planning consent has been received for two 10,000 sq ft

units on the Retail Park

• Recent lettings have attracted Apple and Hollister, two

major international brands

• The first floor mall has been rebranded and upgraded to

include double height signage zones

• Deal exchanged to replace BHS with a new 35,000 sq ft

anchor store for Next

• Secure planning consent for a major extension to the mall

plus other complementary uses securing Braehead’s position as a town centre and major Scottish retail and leisure destination

Long term strategy Recent asset management initiatives Asset management strategy

30 28 29 29 31 26 28 30 32 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12

• 8 long term lettings agreed in 2012

representing £3.6m of new annual rent

• Significant lettings in 2012 include

Hollister, Schuh, Apple, Next upsizing

• 5 true void units
• 4 tenant unit administrations in 2012

(3 have been re-let)

Braehead, Glasgow

Tenancy overview

4% 3% 7% 24% 10% 0% 10% 20% 30% Pre- 2012 2012 2013 2014 2015

Occupancy rates Recent letting activity Rent review cycle Top 10 tenants Cash Net Rental Income (in £m) Lease expiry profile

3% 41% 4% 4% 23% 25% 0% 10% 20% 30% 40% 50% 2013 2014 2015 2016 2017- 2020 2021+ 95% 100% 99% 96% 95% 50% 60% 70% 80% 90% 100% Dec-08 Dec-09 Dec-10 Dec-11 Dec-12

Tenant Gross contracted rent (£m) % Total

1 Primark 1.7 6% 2 Next 1.6 6% 3 Arcadia 1.6 6% 4 New Look 1.4 5% 5 SportsDirect 1.0 4% 6 Boots 1.0 3% 7 Dixons Retail 1.0 3% 8 Monsoon 1.0 3% 9 JD Sports 1.0 3% 10 H&M 0.7 2% Total 12.0 42%

• Wtd. avg. lease expiry: 6.2 Yrs

The Harlequin, Watford

The Harlequin, Watford

Overview

• Town centre shopping centre trading on two main levels on a site of 9.4 acres
• 726,000 sq ft of retail space
• Anchor Stores and MSUs: John Lewis, Marks & Spencer, Apple, BHS, Zara, Primark, Next,

Lakeland, Karen Millen, Phase Eight

• Leisure: Cafés and restaurants
• Transport: Bus stops, two railway stations, underground station, taxi rank, 2,050 secure

parking spaces with approximately 2,576 further spaces within the town centre

• Built in phases opening between September 1990 and June 1992
• 100% leasehold interest. 93% economic ownership by Intu, 7% economic ownership by

Watford Borough Council

Description

• 92% occupancy, over 140 stores
• 15m annual footfall
• 1hr 47 minutes average dwell time
• 5.2m people living within 45 minute drive time
• Frequency of visits: 45% visit at least weekly and 77% visit at least monthly

– 63% ABC1, 51% 16-44yrs, 80% female shoppers

Key statistics

Asset management

The Harlequin, Watford

• Terms agreed with the Local Authority to take a long leasehold on Charter Place, a site adjacent to The Harlequin Centre
• The site would be used for a 340,000 sq ft redevelopment, targeted for completion in 2016. The proposals would include a cinema

and a number of large retail units and improve the catering and leisure offering further

• The extension would not be located on land whose title would be included in the Secured Group but will be very complementary

and should have the effect of increasing the rents achievable at the northern end of the Harlequin Centre

• Units 156-158 have been combined to create a unit for

Apple

• Units 167-169 have been combined and let to Lakeland.

These units were formerly fast food units

• A new letting to Phase Eight has allowed us to continue a

strategy of clustering high end retailers on the lower mall alongside John Lewis. Phase Eight joins Karen Millen, Coast, TM Lewin and Office in this “premium” area of the centre

• Unit 40 has been reconfigured to facilitate a letting to

Holland and Barrett

• Introduce further catalyst retailers such as Apple
• To reconfigure two existing units to meet the requirements of

modern retailing and secure further flagship brands

• Continue to invest in the centre to improve its aesthetic

qualities (for example, modernising the malls and signage)

• The Met Quarter, a new food only development, has been

constructed by a third party developer on a site adjacent to The Harlequin Centre and opened in Autumn 2012. The development will include tenants such as Carluccio’s, Wagamama, Zizzi, Nando’s, Chimichanga and Jimmy Spices. It is expected that the presence of a large food offering in close proximity will drive footfall and increase dwell times at the Harlequin Centre

• The above should contribute significantly to growing rental

income and increase the value of the centre by reinvigorating the tenant mix to meet the aspirations of the highly affluent catchment area

Long term strategy Recent asset management initiatives Asset management strategy

22 20 20 19 17 15 19 23 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12

• 5 long term lettings agreed in 2012

representing £1.0m of new annual rent

• Significant lettings in 2012 include

Schuh, Everything Everywhere, Apple and Lego

• 6 true void units
• 8 tenant unit administrations in 2012

(4 relet, 1 still trading and a further 1 under offer)

The Harlequin, Watford

Tenancy overview

9% 22% 13% 4% 8% 0% 5% 10% 15% 20% 25% Pre- 2012 2012 2013 2014 2015

Occupancy rates Recent letting activity Rent review cycle Top 10 tenants Cash Net Rental Income (in £m) Lease expiry profile

17% 4% 12% 26% 35% 6% 0% 10% 20% 30% 40% 2013 2014 2015 2016 2017- 2020 2021+ 92% 95% 97% 98% 92% 50% 60% 70% 80% 90% 100% Dec-08 Dec-09 Dec-10 Dec-11 Dec-12

• Wtd. avg. lease expiry: 4.3 Yrs

Tenant Gross contracted rent (£m) % Total

1 Primark 1.0 6% 2 W H Smith 0.7 4% 3 Next 0.7 4% 4 H & M 0.6 3% 5 SportsDirect 0.5 3% 6 HMV 0.5 3% 7 Monsoon 0.5 3% 8 A S Watson 0.4 3% 9 A Jones 0.4 3% 10 Signet Group 0.4 3% Total 5.7 35%

Victoria Centre, Nottingham

Victoria Centre, Nottingham

Overview

• Situated to the north of the City Centre and opened for trade in 1972
• Extended in 1997 to provide additional car parking and retail accommodation; the Upper and

Lower Malls have since been refurbished

• 981,000 sq ft of retail space Arranged over two levels of similar size
• Anchor Stores and MSUs: John Lewis, House of Fraser, Next, Topshop, Monsoon, Boots,

Gap

• Leisure: Cafés, restaurants and health centre
• Transport: Onsite bus station, nearby tram system and railway station and approximately

2,400 secure parking spaces

• Freehold 100% owned by Intu

Description

• 94% Occupancy, c.120 stores
• 23m annual footfall
• 1hr 6 minutes average dwell time
• 3.2m people within 45 minute drive time
• Frequency of visits: 49% visit at least weekly and 80% visit at least monthly

– 53% ABC1, 54% 16-44yrs, 75% female shoppers

Key statistics

Asset management

Victoria Centre, Nottingham

• A detailed planning application has been submitted for a 500,000 sq ft extension to the North of the shopping centre, the result of

the application is not yet determined. The extension would include a department store and 39 retail units. This proposed extension is not currently included in the Security Group

• Long-term lettings have been secured with Thomas Sabo

and Everything Everywhere. Both lettings are in line with valuer’s Estimated Rental Value

• Leases have been renewed with Thorntons and KRCS in line

with valuer’s Estimated Rental Value

• A unit has been created for the first standalone River Island

Accessories store in the United Kingdom

• Units 13-15 are to be combined to create a statement store

at the entrance to the centre. The store is under offer to a high profile U.S. retailer

• To refurbish the centre, which would include new entrances,

ceilings, flooring, lighting, catering improvements and improvements to sightlines alongside a general de-cluttering

• f the malls. Work is expected to commence during early

2014 and would take 12 to 18 months

Long term strategy Recent asset management initiatives Asset management strategy

23 19 19 17 18 15 20 25 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12

• 4 long term lettings agreed in 2012

representing £0.5m of new annual rent

• Significant lettings in 2012 include

Everything Everywhere, Thomas Sabo

• 6 true void units
• 8 tenant unit administrations in 2012

(7 relet)

Victoria Centre, Nottingham

Tenancy overview

4% 19% 6% 2% 4% 0% 5% 10% 15% 20% Pre- 2012 2012 2013 2014 2015

Occupancy rates Recent letting activity Rent review cycle Top 10 tenants Cash Net Rental Income (in £m) Lease expiry profile

19% 12% 16% 9% 25% 19% 0% 5% 10% 15% 20% 25% 30% 2013 2014 2015 2016 2017- 2020 2021+ 92% 98% 98% 97% 94% 50% 60% 70% 80% 90% 100% Dec-08 Dec-09 Dec-10 Dec-11 Dec-12

• Wtd. avg. lease expiry: 11.1 Yrs

Tenant Gross contracted rent (£m) % Total

1 Boots 1.4 9% 2 Arcadia 1.1 7% 3 Next 1.0 6% 4 House of Fraser 0.8 6% 5 Tesco 0.6 4% 6 W H Smith 0.6 4% 7 HMV 0.5 3% 8 Monsoon 0.5 3% 9 A S Watson 0.4 3% 10 Gap 0.4 3% Total 7.3 48%

• 5. Structural features and key credit protections

Robust tiered covenant regime

• The Security Group will operate a tiered covenant regime

– Normal operating conditions: reasonable operational flexibility – Higher LTV / lower ICR: restrictions and creditor protections are imposed if performance deteriorates – Incremental operational and financial restrictions designed so Security Group cannot worsen its covenant ratios through its

• wn actions

– LTV and Historical ICR covenants tested – periodically – on any change in the collateral pool – Projected ICR also tested on any change in the collateral pool

• Tier 1: Base operating environment (<= 55% LTV, => 1.60x ICR)

– Represents the rated base case, with day 1 ratios and cash flow performance within this range – Reasonable operational and financial flexibility

• Tier 2: Transition environment (>55% <=72.5% LTV, =>1.40x <1.60x ICR)

– Interim tier, with incremental structural protections

• Tier 3: Final “structured” environment (>72.5% <= 80% LTV, =>1.25x < 1.40x ICR)

– Represents the final tier before default and requires a comprehensive covenant package including cash sweep – Property manager appointed to run the Security Group on behalf of creditors

• Event of Default (>80% LTV, <1.25x ICR)

Incremental restrictions if deterioration in performance

Covenant regime Tier 1 Tier 2 Tier 3 LTV (Net Debt / Total Collateral Value)

Up to and equal 55% Greater than 55% but less than or equal to 72.5% Greater than 72.5% but less than or equal to 80%

Historical ICR (Projected ICR following any portfolio changes)

At least 1.60x At least 1.40x but less than 1.60x At least 1.25x but less than 1.40x

Covenant testing

Semi-annually Semi-annually Quarterly

Ability to raise new debt

Cap of 50% leverage (Gross Debt / Total Collateral Value) No additional debt No additional debt

Hedging Policy

No FX Min 75% of all debt in fixed rate format Max 110% floating rate debt No FX Min 75% of all debt in fixed rate format Max 110% floating rate debt No FX Min 75% of all debt in fixed rate format Max 110% floating rate debt

Liquidity requirements

No requirement Next quarter’s scheduled interest if LTV >63.75% or Historical ICR <1.50x 2 quarters’ scheduled interest

Property Manager

N/A T2 and LTV >63.75% or Historical ICR <1.50x for 2 consecutive calculation dates appointed

• n advisory basis

Appointed to run Security Group on behalf of secured creditors

Excess cash lock-up / dividend lock

None None Full cash sweep

Tier post portfolio change Tier 1 Tier 2 Tier 3 Acquisitions

No prepayment required Prepayment required to T1(1) or lower of T1 and all net proceeds(2) No action required if in T3 pre change Prepayment required to T1(1) or lower of T1 and all net proceeds(2) No action required if in T3 pre change

Disposals

No prepayment required Prepayment required to T1(1) or lower of T1 and all net proceeds(2) Prepayment required to T1(1) or lower of T1 and all net proceeds(2)

Withdrawals

No prepayment required Prepayment required to T1(1) or lower of T1 and all net proceeds(2) Prepayment required to T1(1) or lower of T1 and all net proceeds(2)

Development (capex projects >£5m)

Subject to certain restrictions (including cap of 15% of TCV) no decrease in EBITDA >15% across Portfolio or > 25% on individual asset Same as T1, but cap reduced to 10% of Total Collateral Value Only with Property Manager approval ____________________ (1) Some tolerance for worsening of Projected ICR metric (no more than 0.1x) if in Tier 2 and, post-transaction, remain in Tier 2 or worsen to Tier 3. This tolerance is subject to the structure not moving into a more restrictive covenant regime (2) The requirement to prepay to T1 or to the lower of T1 and the level following application of all net proceeds depends on the relevant Tier regime prevailing prior to the portfolio change Any portfolio change where the Security Group is, prior to such change, in T3 may only be executed with the consent of the Property Manager (provided there is no worsening of any ratios)

Maintenance of collateral quality and diversity of Initial Portfolio

The following Asset Criteria must be complied with following any acquisition, disposal or withdrawal

• SG Portfolio to comprise at least 4 Prime Shopping Centres including
• SG Portfolio to include

– At least 1 Prime Shopping Centre in a Major City or Regional Shopping Centre with >1,400,000 sq ft of lettable space;

• r

– At least 2 Prime Shopping Centres each in a Major City or being a Regional Shopping Centre, and each having >1,000,000 sq ft of lettable space in each case, including an Eligible JV Interest in a Property/ies satisfying such criteria

• No more than 25% of Eligible JV Interests by Adjusted Total Collateral Value
• No region in which Properties are situated, other than London and the South East, to exceed 50% of Adjusted

Total Collateral Value

• Prime Shopping Centres (other than a Regional Shopping Centre) with a primary catchment area that includes a

Sub Regional Centre (but does not include a Regional Centre) not to exceed 25% of the Adjusted Total Collateral Value

• Simple, one-tranche debt with no subordination
• Predictable, highly granular income stream from more than 350 tenants
• Conservative Tier 1 ratios – Up to and equal 55% LTV ratio and at least 1.60x Historical ICR
• Modest day one leverage of 50% LTV
• Graduated covenant regime
• High quality diversified portfolio (both initial and ongoing)
• Valuations of assets issued on a regular basis (semi-annual and on request by Obligor Security

Trustee)

• High historical occupancy rates - 97% (5 year average) and current occupancy rate - 95%
• Low ongoing capex requirements (maintenance capex is recoverable through service charges)

Key creditor protections and highlights

• 6. Proposed bond issue

Proposed bond issue

Issuer Intu (SGS) Finance plc Amount Benchmark Maturity Expected: TBD Legal: Expected + 5 years Expected ratings A sf by S&P Optional redemption Modified Spens Opening LTV 50%

• Key Ratios

LTV ICR

• Lock-Up

>72.5% <=80% =>1.25x <1.40x

• Default

> 80% < 1.25x

• Leverage Cap

50% gross LTV

• Security

Fixed and floating first ranking security over all assets (including the SG Portfolio) of, and shares in, the Obligors (with ability to appoint administrative receiver) Guarantees Guarantees provided by Security Group of Intercompany Loan between FinCo and Issuer Listing Irish Stock Exchange Distribution Reg S Governing law English

• 7. Conclusion

Appendix

Brief history of Intu

• Founded in 1980 as the international arm of Liberty Life Association of Africa Ltd
• Between 1995-2010, the company developed and acquired some of the highest quality shopping centre assets in the UK, including

Metrocentre, Braehead, The Mall at Cribbs Causeway and Manchester Arndale

• On 7 May 2010 Liberty changed its name to Capital Shopping Centres, following the demerger of Capital & Counties
• Retained Liberty’s shopping centre portfolio and is now an independent FTSE100 property company, listed in London and Johannesburg
• In November 2010 Capital Shopping Centres announced an agreement to acquire 100% of The Trafford Centre, valuing the centre at c.£1.6bn

(valued at £1.8bn at December 2012)

• On 18 February 2013, Capital Shopping Centres changed its name to Intu
• Now the 4th largest REIT in the UK (1) and the only prime shopping centre REIT with total property assets of c.£7.1bn
• Portfolio has grown from 4.6m sq ft retail space under management to 16.6m between 1994 and 2012 (7.4% CAGR)
• Net Rental Income has grown from c.£40m to £363m between 1994 and 2012 (13% CAGR)

Growth in size and Net Rental Income

100 200 300 400 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 18,000 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 NRI (£m) ‘000 sq. ft Total sq ft Net Rental Income

____________________ (1) By market capitalisation.

Digital reshaping retail

74% of users would be happy to receive retailer messaging whilst in store Video streaming Always available 24/7 Accessing social media 68% of smartphone users use them instore 81.6m mobile handsets in the UK 44% of shoppers always check

• nline before buying instore

Watch live news and sport Seamless On-line / Off-line There are 21m mobile internet users a month 12% of smartphone users have used QR codes

Intu portfolio breakdown

____________________ ** Comprised in Initial Portfolio Source: PMA. Top shopping centres on basis of PMA Retail Score (2012). Intu shopping centres highlighted.

Intu Properties breakdown by asset

Centre Location Centre Location 1 Westfield London London – Shepherds Bush 21 Festival Place Basingstoke 2 Bluewater Greenhithe 22 Braehead** Glasgow 3 Westfield Stratford City London - Stratford 23 The Glades Bromley 4 Meadowhall Sheffield 24 Silverburn Glasgow 5 Trafford Centre Manchester 25 Eldon Square Newcastle 6 Metrocentre Gateshead 26 Victoria Square Belfast 7 Lakeside** Thurrock (M25) 27 Cabot Place, One Canada Square London 8 Liverpool One Liverpool 28 White Rose Shopping Centre Leeds 9 St David's Cardiff 29 Churchill Square Brighton 10 The Mall at Cribbs Causeway Bristol 30 Buchanan Galleries Glasgow 11 Bull Ring Birmingham 31 East Kilbride Shopping Centre Glasgow 12 Arndale Manchester 32 Chapelfield Norwich 13 Cabot Circus Bristol 33 Golden Square Warrington 14 Westfield Merry Hill Brierley Hill 34 The Oracle Reading 15 Westfield Derby Derby 35 Touchwood Solihull 16 Highcross Leicester Leicester 17 Brent Cross Shopping Centre London 38 Victoria Centre** Nottingham 18 thecentre: mk Milton Keynes 49 The Potteries Stoke-on-Trent 19 The Harlequin** Watford 74 The Chimes Uxbridge 20 West Quay Southampton 149 Broadmarsh Nottingham

Key characteristics of the Intu Properties

____________________ ** Comprised in Initial Portfolio (1) Area shown is not adjusted for the proportional ownership. (2) The acquisition date is presented only where the centre was not built by the Group. (3) Intu held a 20 per cent stake in Victoria Centre, Nottingham prior to 2002 when it acquired the remaining 80 per cent to take its holding to 100 per cent. (4) Interest shown is that of the Metrocentre Partnership in the Metrocentre (90 per cent) and the Metro Retail Park (100 per cent). The Group has a 60 per cent interest in the Metrocentre Partnership which is consolidated as a subsidiary of the Group. (5) The Group’s interest is through a joint venture ownership of a 95 per cent interest in The Arndale, Manchester, and 90 per cent interest in New Cathedral Street, Manchester. (6) The Group’s interest is through a joint venture ownership of a 66 per cent interest in The Mall at Cribbs Causeway and a 100 per cent interest in The Retail Park, Cribbs Causeway. (7) Includes the Group’s 67 per cent economic interest in Broadmarsh, Nottingham and the Group’s 100 per cent economic interest in Xscape, Braehead. (8) Includes adjustments in respect of lease incentives and head leases. Carrying value excluding these items is £7,009.7m.

As at 31 December 2012 Market value £m (8) Ownership Net Initial Yield Nominal Equivalent Yield Occupancy Gross area m sq. ft. (1) Year

• pened

Acquisition date (2) Trafford Centre, Manchester 1,800 100% 4.5% 5.4% 97% 2.0 1998 2011 Lakeside, Thurrock (M25)** 1,093 100% 5.0% 5.6% 97% 1.4 1990 – Metrocentre, Gateshead 878 90% (4) 5.1% 5.8% 96% 2.1 1986 1995 Braehead, Glasgow** 601 100% 4.9% 5.9% 95% 1.1 1999 – Arndale, Manchester 383 48% (5) 5.2% 5.7% 98% 1.6 1976 2005 The Harlequin, Watford** 324 93% 5.4% 6.6% 92% 0.7 1992 – Victoria Centre, Nottingham** 308 100% 5.1% 6.7% 94% 1.0 1972 2002 (3) St David’s, Cardiff 276 50% 5.2% 5.9% 97% 1.4 2009 2006 Eldon Square, Newcastle 251 60% 5.1% 6.7% 97% 1.4 1976 – Chapelfield, Norwich 242 100% 5.9% 6.7% 98% 0.5 2005 – Cribbs Causeway, Bristol 232 33% (6) 5.1% 6.0% 95% 1.1 1998 2005 The Chimes, Uxbridge 213 100% 5.7% 6.5% 100% 0.4 2001 – The Potteries, Stoke-on-Trent 166 100% 7.6% 7.7% 100% 0.6 1998 – The Glades, Bromley 164 64% 5.8% 7.5% 93% 0.5 1991 – Other (7) 142 0.8 Total investment and development property 7,073 5.04% 5.94% 96% 16.6

• Reduction in EBITDA in 2008 was largely due to costs associated with increased level of

tenants entering administration

• 5% increase in 2011 was due to improved occupancy and benefit of the rent from the

extended Primark unit

• Reduction in 2012 is due to lower turnover rents and occupancy levels

(£m) 2007 2008 2009 2010 2011 2012 Rent 56.2 54.1 51.2 50.8 53.4 53.1 Turnover rent 1.2 1.4 1.9 2.3 2.3 3.0 Other income 2.7 1.0 3.7 4.7 4.3 2.8 Gross Rental Income 60.2 56.6 56.8 57.8 60.0 58.9 Non-recoverable costs (2.4) (3.3) (3.5) (2.8) (2.4) (3.1) Head rents payable

• EBITDA (1)

57.7 53.3 53.3 55.0 57.7 55.8 Adjust for rent free amounts in Rent (0.4) 1.0 1.0 (0.6) (1.6)

• Adjust for incentive amortisation in Rent

0.6 0.6 0.4 0.4 0.4 0.5 Adjust for other non-cash elements 0.5 0.6 0.6 0.4 0.4 0.4 Cash Net Rental Income 58.4 55.4 55.3 55.2 57.0 56.6

(8%) 0% 3% 5% (3%) (10%) (5%) 0% 5% 2008 2009 2010 2011 2012

• Market Value:

£1,092.5m

• Ownership:

100%

• Estimated Rental Value:

£66.4m

• LTM EBITDA:

£55.8m

• Net Initial Yield:

5.02%

• Nominal Equivalent Yield: 5.63%
• Wtd. avg. Lease Expiry:

6.6yrs

Lakeside, Thurrock (M25)

Financial overview

Historical yield Key financial metrics (2012) Operating cash flows EBITDA growth

CAGR 2007–2012: (1%)

0.0% 2.0% 4.0% 6.0% 8.0% Dec-06 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Nominal Equivalent Yield: Lakeside Gilt 10 Years 1.8% 5.6%

____________________ (1) The historic numbers do not include the Group‘s current Property Administrator fees. On establishment of the Security Group, a market based Property Administrator fee will be charged

(£m) 2007 2008 2009 2010 2011 2012 Rent 31.3 29.5 30.1 30.1 30.4 30.5 Turnover rent 0.8 1.1 0.6 0.8 0.6 0.5 Other income 3.4 0.8 1.1 1.0 1.2 0.8 Gross Rental Income 35.5 31.5 31.8 31.9 32.2 31.8 Non-recoverable costs (1.9) (2.4) (2.0) (1.8) (2.0) (1.3) Head rents payable

• EBITDA (1)

33.6 29.1 29.7 30.0 30.1 30.5 Adjust for rent free amounts in Rent 0.3 0.7 (1.9) (1.0) (1.7) (0.1) Adjust for incentive amortisation in Rent

• 0.0

0.0 0.1 0.2 0.2 Adjust for other non-cash elements 0.3 0.4 0.3 0.2 0.1 0.1 Cash Net Rental Income 34.2 30.2 28.2 29.4 28.7 30.7 (13%)

2% 1% 0% 1% (15%) (10%) (5%) 0% 5% 2008 2009 2010 2011 2012

• Market Value:

£582.0m

• Ownership:

100%

• Estimated Rental Value:

£41.6m

• LTM EBITDA:

£30.5m

• Net Initial Yield:

5.07%

• Nominal Equivalent Yield: 6.05%
• Wtd. avg. Lease Expiry:

6.2yrs

Braehead, Glasgow

Financial overview

Historical yield Key financial metrics (2012) Operating cash flows EBITDA growth

CAGR 2007–2012: (2%)

0.0% 2.0% 4.0% 6.0% 8.0% Dec-06 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Nominal Equivalent Yield: Braehead Gilt 10 Years 1.8% 6.1%

• Reduction in EBITDA in 2008 was due to a combination of a significant one-off premium

being received from a tenant in 2007 and the costs associated with a higher level of tenants entering administration in 2008

____________________ (1) The historic numbers do not include the Group‘s current Property Administrator fees. On establishment of the Security Group, a market based Property Administrator fee will be charged

(£m) 2007 2008 2009 2010 2011 2012 Rent 21.9 21.3 19.5 19.2 18. 17.6 Turnover rent 0.4 0.4 0.4 0.3 0.5 0.3 Other income 3.1 3.3 3.4 3.7 4.0 3.3 Gross Rental Income 25.3 24.9 23.2 23.2 23.2 21.2 Non-recoverable costs (1.2) (1.9) (2.0) (1.5) (1.7) (2.1) Head rents payable (2.1) (2.1) (2.0) (2.0) (1.9) (1.7) EBITDA (1) 22.0 21.0 19.3 19.6 19.6 17.4 Adjust for rent free amounts in Rent 0.5 0.6 0.4 0.0 0.0 (0.1) Adjust for incentive amortisation in Rent 0.2 0.6 0.3 0.1 0.1 0.2 Adjust for other non-cash elements (0.2) (0.2) (0.2) (0.3) (0.4) (0.4) Cash Net Rental Income 22.5 22.0 19.8 19.5 19.3 17.1

(5%) (8%) 2% 0% (11%) (15%) (10%) (5%) 0% 5% 2008 2009 2010 2011 2012

• Market Value:

£324.0m

• Ownership:

93%

• Estimated Rental Value:

£25.9m

• LTM EBITDA:

£17.4m

• Net Initial Yield:

5.35%

• Nominal Equivalent Yield: 6.60%
• Wtd. avg. Lease Expiry:

4.3yrs

The Harlequin, Watford

Financial overview

Historical yield Key financial metrics (2012) Operating cash flows EBITDA growth

CAGR 2007–2012: (5%)

0.0% 2.0% 4.0% 6.0% 8.0% Dec-06 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12

1.8% 6.6%

• Reduction in EBITDA in 2008 was due to higher level of tenants entering administration and

payment of a one-off premium to a tenant

• Reduction in 2009 was largely due to lower rental income as a result of reduced occupancy

levels following tenant administration in late 2008

• 2012 reduction is due to adverse impact of tenant administrations at the end of 2011

____________________ (1) The historic numbers do not include the Group‘s current Property Administrator fees. On establishment of the Security Group, a market based Property Administrator fee will be charged

Nominal Equivalent Yield: The Harlequin Gilt 10 Years

(£m) 2007 2008 2009 2010 2011 2012 Rent 19.1 19.1 16.6 16.3 15.9 16.8 Turnover rent 0.3 0.4 0.4 0.5 0.1 0.3 Other income 3.2 3.9 2.9 3.5 3.0 2.9 Gross Rental Income 22.6 23.3 19.9 20.3 19.0 20.0 Non-recoverable costs (1.4) (1.5) (2.0) (1.4) (1.8) (2.1) Head rents payable

• EBITDA (1)

21.2 21.8 17.9 18.8 17.2 17.9 Adjust for rent free amounts in Rent 0.1 0.5 0.3 0.1 0.0 (0.1) Adjust for incentive amortisation in Rent 0.0 0.0 0.3 0.0 0.0

• Adjust for other non-cash elements

0.3 0.2 0.3 0.2 0.2 0.1 Cash Net Rental Income 21.6 22.5 18.7 19.1 17.4 17.9

3% (18%) 5% (8%) 4% (20%) (15%) (10%) (5%) 0% 5% 10% 2008 2009 2010 2011 2012

• Market Value:

£307.0m

• Ownership:

100%

• Estimated Rental Value:

£24.1m

• LTM EBITDA:

£17.9m

• Net Initial Yield:

5.10%

• Nominal Equivalent Yield: 6.65%
• Wtd. avg. Lease Expiry:

11.1yrs

Victoria Centre, Nottingham

Financial overview

Historical yield Key Financial Metrics (2012) Operating cash flows EBITDA growth

CAGR 2007–2012: (3%)

0.0% 2.0% 4.0% 6.0% 8.0% Dec-06 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 1.8% 6.7%

• Reduction in 2009 was largely due to lower rental income as a result of reduced
• ccupancy levels following tenant administrations in late 2008 and Q1 2009
• Reduction in 2011 and recovery in EBITDA in 2012 are due to on-going

negotiations with a significant tenant on renewing their lease which expired in 2010, with a conservative approach taken to the outcome of these discussions in 2011 with the benefit being realised in 2012

____________________ (1) The historic numbers do not include the Group‘s current Property Administrator fees. On establishment of the Security Group, a market based Property Administrator fee will be charged

Nominal Equivalent Yield: Victoria Centre Gilt 10 Years

Development plans

• £180m expansion of the centre’s retail offer that would bring

30-40 new stores that would consist of new cafes, restaurants and leisure uses around the existing Vue cinema, family entertainment venues, bars and health and fitness facilities, focused around a new public square

• Planning consent secured for 325,000 sq ft retail extension –

expect to commence in 2014 subject to signing up an appropriate level of pre-lets

• In November 2012 Renfrewshire Council resolved to recognise

Braehead as a town centre

• In January 2013 Intu submitted a planning application for a major

expansion of new retail (440,000 sq ft) and leisure facilities including – A new department store and additional shops at the western end of the mall – A new arena for ice and other sports, concerts, entertainment shows, conferences and exhibitions, a public square, improved access to the river edge and external landscaped walkways, cafés, restaurants and 200 bed hotel – Creation of a new integrated transport interchange for buses and to facilitate an extension to the Fastlink service from Glasgow

Development plans

• In July 2011, a detailed planning application for a 500,000 sq. ft.

extension was submitted, providing – An additional department store, 39 shops and enhanced leisure and catering facilities with a cinema and restaurants – A new bus station, health club and 35,000 sq ft of offices – Improved pedestrian linkages running north/south and east/west through the city

• Planning application for the Northern Extension remains with

Council

• Refurbishment options for the interior are being developed with

architects

• The adjoining Charter Place offers the opportunity to develop
• ver 320,000 sq. ft. to meet unsatisfied demand in the town

centre for larger format units appropriate for flagship stores and to rectify the limited catering and leisure offer in the town

• Expect to make a planning application in early 2013 and the

new destination could be open when the Metropolitan underground line extension completes in 2015

Disclaimer

THIS MATERIAL DOES NOT AND IS NOT INTENDED TO CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, AN OFFER, INDUCEMENT, SOLICITATION, INVITATION OR COMMITMENT TO PURCHASE, SUBSCRIBE FOR, PROVIDE OR SELL ANY SECURITIES, SERVICES OR PRODUCTS OF THE GROUP (AS DEFINED BELOW) IN ANY JURISDICTION OR TO PROVIDE ANY RECOMMENDATIONS FOR FINANCIAL, SECURITIES, INVESTMENT OR OTHER ADVICE OR TO TAKE ANY DECISION. RECIPIENTS ARE ENCOURAGED TO SEEK INDEPENDENT ADVICE FROM THEIR PERSONAL, FINANCIAL, LEGAL, TAX AND OTHER ADVISERS IN RELATION TO THE CONTENTS HEREOF AS REQUIRED. POTENTIAL INVESTORS IN SECURITIES UNDER THE PROGRAMME DESCRIBED HEREIN ARE REQUIRED AND ADVISED TO CONSIDER THE SELLING RESTRICTIONS CONTAINED IN THE PROSPECTUS RELATING TO THE PROGRAMME. THIS MATERIAL DOES NOT PURPORT TO IDENTIFY ALL OF THE RISKS (DIRECT AND INDIRECT) AND INFORMATION WHICH MAY BE ASSOCIATED WITH ANY DECISION TO PURCHASE SECURITIES ISSUED UNDER THE PROGRAMME. IT IS NOT A SUBSTITUTE FOR, AND IS QUALIFIED IN ITS ENTIRETY BY, THE INFORMATION CONTAINED IN THE PROGRAMME PROSPECTUS, AS THE SAME MAY BE UPDATED, AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME. RECIPIENTS ARE REQUIRED AND ADVISED TO READ IN FULL THE PROGRAMME PROSPECTUS, AND ARE REMINDED THAT THE CONTENTS THEREOF WILL BE UPDATED, AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME TO TAKE ACCOUNT OF (AMONGST OTHER THINGS) FURTHER PUBLICALLY AVAILABLE INFORMATION ABOUT THE GROUP. This material is issued by Intu Properties plc and/or its affiliates (the “Group”) and is intended to provide the recipient (the “Recipient”) with a summary of potential transaction structures and terms and conditions that may or may not lead to transactions being entered into between the Group and the Recipient. Unless and until both the Group and the Recipient agree, and sign formal written contracts, it is not intended that either the Group or the Recipient are, or will be, bound by any such structures or potential terms and conditions. This material is confidential and is intended for use only by the Recipient and its professional advisers and remains the property of the Group. This material is intended for financial institutions and professionals only and is not intended for distribution to, or use by, private customers. This material is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, and must not be distributed by the Recipient. It should not be reproduced or disclosed to any other person without the consent of the Group and must be returned on request to the Group and any copies thereof destroyed. This document is solely for information and convenient reference, and nothing in this document should be construed as legal, tax, regulatory, accounting or investment advice or as a recommendation or an offer by the Group to purchase securities from or sell securities to the Recipient, or to underwrite securities of the Recipient, or to extend any credit or like facilities to the Recipient, or to conduct any such activity on behalf of the Recipient. The information contained in this material has not been independently verified, and the Group makes no representations or warranties with respect to this material, and disclaims all liability for any use the Recipient or its professional advisers make of the contents of this material. However this shall not restrict, exclude, or limit any duty or liability to any person under any applicable laws or regulations of any jurisdiction which may not lawfully be disclaimed. Certain sections in this presentation contain ‘forward-looking statements’ as that term is defined in the United States Private Securities Litigation Reform Act of 1995, such as statements that include the words ‘expect’, ‘estimate’, ‘project’, ‘anticipate’, ‘believes’, ‘should’, ‘intend’, ‘plan’, ‘probability’, ‘risk’, ‘target’, ‘goal’, ‘objective’, ‘will’, ‘endeavour’, ‘outlook’, ‘optimistic’, ‘prospects’ and similar expressions or variations on such expressions. Such statements are subject to risks and uncertainties. The forward-looking statements contained in this presentation speak only as of the date of this presentation, and the Group does not undertake to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The information, statements and opinions contained in this presentation do not constitute a public offer under any applicable legislation or an offer to sell or solicitation of an offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments.