Disclaimer :

The Competition DG makes the information provided by the notifying parties in section 1.2 of Form CO available to the public in order to increase transparency. This information has been prepared by the notifying parties under their sole responsibility, and its content in no way prejudges the view the Commission may take of the planned operation. Nor can the Commission be held responsible for any incorrect or misleading information contained therein.

SECTION 1.2

Description of the concentration

The notified transaction relates to the acquisition of joint control pursuant to Article 3(1)(b) of

Council Regulation (EC) 139/2004 by various entities discretionarily managed by AXA Real Estate Investment Managers SGP or AXA Investment Managers UK Limited, both ultimately

controlled by AXA S.A. (together AXA) and HSBC Bank plc (with the legal title to the shares beneficially owned by it to be held by its subsidiary James Capel (Nominees) Limited) (together HSBC) of intu Milton Keynes Limited (intu MK) via a newly-incorporated intermediate holding company, MK Holdco Limited (Newco).

The Proposed Transaction has an EU dimension under Article 1(2) of the EU Merger Regulation. Pursuant to the terms of the Share Purchase Agreement, intu Shopping Centres plc (in administration) (ISC) (the current 100% parent company of intu MK) will then transfer its shareholding in intu MK to Newco.

The primary business activities of the undertakings concerned by the notified concentration are as follows:

• AXA is an international group headquartered in France active in the provision of insurance and related financial services globally (including commercial real estate lending).

• HSBC is a banking and financial services company headquartered in London, United Kingdom and is part of the HSBC Group that is split into three primary lines of business: Wealth and Personal Banking, Commercial Banking and Global Banking

AXA Belgium SA (Belgium); Commercial Real Estate Loans Holding SA - AXA CRE Senior (Luxembourg); Commercial Real Estate Loans Holding SA - AXA CRE Senior 2 (Luxembourg); MML Dublin Mortgage Loans 2 (Ireland); CRE Loans Holding S.à r.l. - CRE Senior 9 (Luxembourg); CRE Loans Holding S.à r.l. - CRE Senior 10 (Luxembourg); CRE Loans Holding S.à r.l. - CRE Senior 11 (Luxembourg); AXA PPP Healthcare Limited (England); Azure Mortgage Investments S.à r.l. - compartment 1 (Luxembourg); and CRE UK 8 Limited Partnership (England), which are all funds comprising both AXA and third-party investors or only third-party investors.

AXA Real Estate Investment Managers SGP and AXA Investment Managers UK Limited are AXA investment general partners headquartered in France and England respectively. AXA Real Estate Investment Managers SGP and AXA Investment Managers UK Limited operate globally.

Public limited company incorporated in France.

Public limited company incorporated in England and Wales.

James Capel (Nominees) Limited is a dormant nominee vehicle incorporated in England and Wales.

Private limited company incorporated in England and Wales.

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111

and Markets. Both the latter two business lines provide corporate banking services to corporate and institutional clients of varying sizes

located around the world.

• intu MK is headquartered in London, United Kingdom and owns and manages Midsummer Place (Midsummer Place). Midsummer Place is a 39,948 square metre shopping centre located in Milton Keynes, England. intu MK only

provides services in England, United Kingdom.

The Proposed Transaction qualifies for simplified treatment pursuant to paragraph 5(a) of the Commission Notice on simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004.

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111