HMSO Hammerson Plc

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

FINAL 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 final 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.

New Issue Condition

The Company confirms that the issue of the New Bonds settled earlier today, and therefore the New Issue Condition has been satisfied.

Final Acceptance Amount

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.

The Company confirms that the Final Acceptance Amount is £411,623,000, to be allocated between the 2026 Bonds and the 2028 Bonds as set out below. Given the Series Acceptance Amounts for the 2026 Bonds and the 2028 Bonds in aggregate exceed the Maximum Acceptance Amount, the Company will not accept any of the 2025 Bonds validly tendered for purchase pursuant to the relevant Offer.

2026 Bonds

The Company will accept for purchase the 2026 Bonds validly tendered pursuant to the relevant Offer in full with no pro rata scaling. Accordingly, the relevant Series Acceptance Amount is £168,419,000.

Pricing in respect of the Offer for the 2026 Bonds took place at around 11.00 a.m. (London time) today (the Pricing Time). The Company determined that the Purchase Price it will pay for the 2026 Bonds validly tendered and accepted for purchase will be 101.613 per cent. of the nominal amount of such 2026 Bonds based on a Settlement Date of 9 October 2024.

A summary of the final results of, and pricing for, the Offer for the 2026 Bonds appears below:

1.             Expressed as a percentage of the nominal amount of the 2026 Bonds.

2028 Bonds

The Company will accept for purchase the 2028 Bonds validly tendered pursuant to the relevant Offer in full with no pro rata scaling. Accordingly, the relevant Series Acceptance Amount is £243,204,000.

Pricing in respect of the Offer for the 2028 Bonds took place at around 11.00 a.m. (London time) today (the Pricing Time). The Company determined that the Purchase Price it will pay for the 2028 Bonds validly tendered and accepted for purchase will be 106.677 per cent. of the nominal amount of such 2028 Bonds based on a Settlement Date of 9 October 2024.

A summary of the final results of, and pricing for, the Offer for the 2028 Bonds appears below:

1.             Expressed as a percentage of the nominal amount of the 2028 Bonds.

2025 Bonds

The Company will not accept for purchase any of the 2025 Bonds validly tendered pursuant to the relevant Offer.

General

The Settlement Date in respect of the Bonds accepted for purchase pursuant to the Offers is expected to be 9 October 2024. Following settlement of the Offers and cancellation of the relevant Bonds accepted for purchase pursuant to the Offers, £43,189,000 in aggregate nominal amount of the 2026 Bonds, £56,796,000 in aggregate nominal amount of the 2028 Bonds and £338,300,000 in aggregate nominal amount of the 2025 Bonds will remain outstanding.

The Company will also pay an Accrued Interest Payment in respect of the Bonds accepted for purchase pursuant to the relevant Offer.

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.