THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF DOMESTIC
LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (EUWA).
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM,
AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY
STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF
COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS
DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
HAMMERSON PLC
ANNOUNCES
INDICATIVE RESULTS OF TENDER
OFFERS IN RESPECT OF ITS
£300,000,000 6.00 PER CENT.
BONDS DUE 2026
£300,000,000 7.25 PER CENT.
BONDS DUE 2028
AND
£350,000,000 3.500 PER CENT.
BONDS DUE 2025
8
October 2024.
Hammerson plc (the Company)
announces today the indicative results of the separate invitations
to holders of its (a) £300,000,000 6.00 per cent. Bonds due 2026 (ISIN:
XS0184639895) (the
2026 Bonds), (b)
£300,000,000 7.25 per cent. Bonds due 2028 (ISIN: XS0085732716)
(the 2028 Bonds) and
(c) £350,000,000 3.500 per
cent. Bonds due 2025 (ISIN: XS1311391012) (the 2025 Bonds and, together with the 2026
Bonds and the 2028 Bonds, the Bonds and each a Series) to
tender their Bonds for purchase by the Company for cash (each such
invitation an Offer and
together the Offers).
The Offers were announced on 27
September 2024 and were made on the terms and subject to the
conditions contained in the tender offer memorandum dated 27
September 2024 prepared by the Company as updated by the
announcement from the Company on 3 October 2024 (together the
Tender Offer
Memorandum), and are subject to the
offer restrictions described in the Tender Offer
Memorandum. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
The Expiration Deadline for the
Offers was 4.00 p.m. (London time) on 7 October 2024.
Expected Series Acceptance
Amounts
As at the Expiration Deadline, the
Company had received valid tenders for purchase pursuant to the
Offers of (i) £168,419,000 in aggregate nominal amount of the 2026
Bonds, (ii) £243,204,000 in aggregate nominal amount of the 2028
Bonds and (iii) £284,207,000 in aggregate nominal amount of the
2025 Bonds.
If the Company decides to accept
Bonds validly tendered pursuant to the Offers, the Company expects
that each Series Acceptance Amount and applicable Scaling Factor
will be set as follows:
Priority of Acceptance
Series
Expected
Series Acceptance Amount
Expected Scaling Factor
1
2026
Bonds
£168,419,000
N/A
1
2028
Bonds
£243,204,000
N/A
2
2025
Bonds
£01
N/A
1 As per the priority of acceptance further described in the
Tender Offer Memorandum, the Company does not intend to accept any
valid tenders of the 2025 Bonds in the circumstances where it has
not accepted all valid tenders of the 2026 Bonds and the 2028 Bonds
in full, with no pro rata
scaling. Given the Expected Series Acceptance Amounts for the 2026
Bonds and the 2028 Bonds in aggregate exceed the Maximum Acceptance
Amount, the Company does not expect to accept any of the 2025 Bonds
validly tendered for purchase pursuant to the relevant
Offer.
Bondholders should note that this is a non-binding indication
of the level at which the Company expects to set each Series
Acceptance Amount and applicable Scaling Factor.
Pricing for the Offers will take
place at or around 11.00 a.m. (London time) today (the Pricing Time). As soon as
reasonably practicable after the Pricing Time, the Company will
announce whether it will accept valid tenders of Bonds pursuant to
any of the Offers and, if so accepted, the Final Acceptance Amount,
each Series Acceptance Amount, each Benchmark Security Rate, each
Purchase Yield, each Purchase Price and any Scaling Factors that
will be applied to the Bonds of the relevant Series.
Subject to satisfaction (or waiver
by the Company) of the New Issue Condition, the Settlement Date in
respect of the Bonds accepted for purchase pursuant to the Offers
is expected to be 9 October 2024.
Barclays Bank PLC (Tel: +44 20
3134 8515; Attn: Liability Management Group; Email:
eu.lm@barclays.com);
BNP Paribas (Tel: +44 20
7595 8668; Attn: Liability Management Group; Email:
liability.management@bnpparibas.com);
Lloyds Bank Corporate Markets plc
(Tel: +44 (0) 20 7158
1719/1726; Attn: Liability Management,
Commercial Banking; Email: LBCMLiabilityManagement@lloydsbanking.com); and Mizuho International
plc (Tel: +34 91 790 7559; Attn: Liability Management;
Email: liabilitymanagement@uk.mizuho-sc.com)
are acting as Dealer Managers for the Offers (as made to the
Relevant Bondholders).
Kroll Issuer Services Limited (Tel: +44 20 7704 0880; Attn: Arlind Bytyqi; Email:
hammerson@is.kroll.com; Website:
https://deals.is.kroll.com/hammerson) is acting as Tender
Agent.
UK
MAR: This announcement is released
by the Company and contains information that qualified or may have
qualified as inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 (MAR) as it forms part of domestic law
of the United Kingdom by virtue of the EUWA (UK MAR), encompassing information
relating to the Offers described above. For the purposes of UK MAR
and Article 2 of the binding technical standards published by the
Financial Conduct Authority in relation to MAR as regards
Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Alex Dunn, General Counsel and Company
Secretary at the Company.
DISCLAIMER: This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire any securities
is being made pursuant to this announcement. The distribution
of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
comes are required by each of the Company, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions. The Offers have now expired.
Neither this announcement nor the
Tender Offer Memorandum is an offer of securities for sale in the
United States or to U.S. Persons. Bonds may not be offered, sold or
delivered in the United States absent registration under, or an
exemption from the registration requirements of, the Securities
Act. The New Bonds have not been, and will not be, registered under
the Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, within the United States or to,
or for the account or benefit of, U.S. Persons.
This announcement has also been
released on the SENS system of the Johannesburg Stock Exchange and
on Euronext Dublin.
