The proposed deal, backed by Saudi Arabia's Olayan Group and Canadian property investor Brookfield Asset Management, values the FTSE 250 firm which owns Manchester's Trafford Centre at 2.91 billion pounds, a 21 percent premium to the stock's closing price on Thursday.

Earlier this year larger rival Hammerson made and eventually dropped an offer of 253.9 pence per share for Intu, which has suffered from the downturn in British bricks-and-mortar retailing which has seen many high street stalwarts go bust.

Intu's Chief Executive David Fischel stepped down in July as the company swung to a loss and warned of lower growth in rental income.

Whittaker's consortium initially offered 205 pence per Intu share on Oct. 11. Olayan and Whittaker's Peel Group already hold 29.9 percent of Intu.

"We struggle to see how the Intu Board will be able to recommend a cash offer below 239p," Liberum analyst David Brockton said.

The consortium has been granted access to company documents to conduct due diligence with a view to making a firm offer, Intu said.

The offer consideration will be reduced by any dividends or other distributions declared, payable or paid by Intu prior to completion.

Intu's shares have now risen 37 percent since the consortium first confirmed on Oct. 4 that it was considering making an offer.

(Reporting by Shashwat Awasthi and Shariq Khan in Bengaluru; Editing by Amrutha Gayathri and Elaine Hardcastle)

By Shashwat Awasthi