Wrap Text
Maximum Acceptance Amount For The Tender Offers
Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE and Euronext Dublin share code: HMSO JSE share code: HMN
ISIN: GB00BRJQ8J25
("Hammerson" or the "Company")
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 MAXIMUM ACCEPTANCE AMOUNT FOR THE 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
3 October 2024.
Hammerson plc (the Company) announces today the Maximum Acceptance Amount for 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 (the Tender Offer Memorandum),
prepared by the Company, and are subject to the offer restrictions set out below and as more fully 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.
Following the pricing yesterday of the Company's £400,000,000 5.875 per cent. bonds due 2036 (the New Bonds),
the Maximum Acceptance Amount (being the maximum aggregate nominal amount of the Bonds across all Series
that the Company is proposing to accept for purchase pursuant to the Offers), has been set by the Company at
£400,000,000 in aggregate nominal amount of the Bonds. The Company reserves the right, in its sole and absolute
discretion, to accept significantly less or significantly more than such amount, or to accept none of such Bonds,
for purchase pursuant to the Offers.
As the Maximum Acceptance Amount is less than the aggregate nominal amount of the Bonds outstanding, if the
Company decides to accept any validly tendered Bonds for purchase pursuant to the relevant Offer(s) and the
aggregate nominal amount of Bonds validly tendered for purchase is greater than the Maximum Acceptance
Amount, valid tenders of Bonds will be accepted subject to pro rata scaling in the manner 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. The Company will determine the allocation of the nominal amount of Bonds accepted for
purchase pursuant to the relevant Offer(s) between the 2026 Bonds and the 2028 Bonds in its sole and absolute
discretion, and reserves the right to accept significantly more or significantly less than (or none of) the Bonds of
one such Series as compared to the other Series. For the avoidance of doubt, the Company reserves the right to
accept for purchase, in its sole and absolute discretion, only the 2026 Bonds or only the 2028 Bonds.
None of the Dealer Managers (or their respective directors, officers, employees, agents or affiliates) has any role
in relation to any part of an Offer made to Bondholders who are not Relevant Bondholders, where Relevant
Bondholder means a Bondholder that is: (a) in a member state of the European Union, an "eligible counterparty"
or a "professional client", each as defined in Directive No. 2014/65/EU on markets in financial instruments (as
amended from time to time); (b) in the United Kingdom, an "eligible counterparty", as defined in the FCA
Handbook Conduct of Business Sourcebook, or a "professional client" as defined in point (8) of Article 2(1) of
Regulation (EU) No. 600/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA;
or (c) in a jurisdiction outside of the European Union and the United Kingdom, an institutional holder under
applicable local law and not a retail holder.
Bondholders are advised to read carefully the Tender Offer Memorandum for full details of and
information on the procedures for participating in the Offers.
For detailed terms of the Offers please refer to the Tender Offer Memorandum as updated by this announcement,
which (subject to distribution restrictions) can be obtained from the Tender Agent referred to below.
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.
Questions and requests for assistance in connection with (i) the Offers may be directed to the Dealer Managers by
the Relevant Bondholders, and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the
contact details for each of which are set out above.
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. This
announcement and the Tender Offer Memorandum contain important information which should be read carefully
before any decision is made with respect to the Offers. If any Bondholder is in any doubt as to the action it should
take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences,
from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any
individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if it wishes to tender such Bonds pursuant to the Offers. None of the
Company, the Dealer Managers and the Tender Agent nor any of their respective directors, officers, employees,
agents or affiliates makes any recommendation whether Bondholders should tender Bonds pursuant to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
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. Neither this announcement nor the Tender Offer Memorandum constitutes an
offer to buy or a solicitation of an offer to sell the Bonds (and tenders of Bonds in the relevant Offer will not be
accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require the relevant Offer to be made by a licensed broker
or dealer and each of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed
broker or dealer in any such jurisdiction, the relevant Offer shall be deemed to be made by such Dealer Manager
or affiliate, as the case may be, on behalf of the Company in such jurisdiction (but only to any Bondholder that is
a Relevant Bondholder).
In addition to the representations referred to below in respect of the United States, each Bondholder participating
in the Offers will also be deemed to give certain representations in respect of the other jurisdictions referred to
below and generally as set out in the Tender Offer Memorandum. No action has been or will be taken in any
jurisdiction in relation to the New Bonds that would permit a public offering of securities and the minimum
denomination of the New Bonds will be £100,000.
United States. The Offers are not being made, and will not be made, directly or indirectly, in or into, or by use of
the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a
national securities exchange of, the United States or to any U.S. person (as defined in Regulation S of the Securities
Act (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex,
telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement,
the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and
must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the United States, to any person located or resident in
the United States or to any U.S. Person, and the Bonds cannot be tendered in the Offers by any such use, means,
instrumentality or facility or from within the United States or by any person located or resident in the United
States or by, or by any person acting for the account or benefit of, a U.S. Person. Any purported tender of Bonds
in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported
tender of Bonds made by any person located in the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving instructions from within the United States or by any U.S.
Person or by use of such mails or any such means, instrumentality or facility will be invalid and will not be
accepted.
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.
Each holder of Bonds participating in an Offer will represent that it is not a U.S. Person and is not located in the
United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary
basis for a principal located outside the United States that is not giving an order to participate in such Offer from
the United States and who is not a U.S. Person. For the purposes of this and the above two paragraphs, United
States means 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 and the District of Columbia.
Italy. None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials
relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale
per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each Offer is being carried out in
Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended. Bondholders or beneficial owners of the Bonds that are located in Italy
can tender Bonds for purchase in the Offers through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis
its clients in connection with the Bonds, the Offers, the Tender Offer Memorandum and/or this announcement.
United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offers are not being made and such documents and/or materials have not
been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act
2000 and are not for general distribution and must not be passed on to the general public in the United Kingdom.
The communication of such documents and materials is made only to and directed only at those persons in the
United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order))
or persons falling within Article 43 of the Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as
Relevant Persons) and the transaction contemplated herein will be available only to, and engaged in only with,
Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this announcement or the
Tender Offer Memorandum or (in either case) any of its contents.
France. The Offers are not being made, directly or indirectly, to the public in the Republic of France. This
announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have
only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation
(EU) 2017/1129. Neither this announcement nor the Tender Offer Memorandum has been or will be submitted
for clearance to nor approved by the Autorité des Marchés Financiers.
Belgium. The Offers are not being made, and will not be made or advertised, directly or indirectly, to any
individual in Belgium qualifying as a consumer within the meaning of Article I.1 of the Belgian Code of Economic
Law, as amended from time to time (a Belgian Consumer) and this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the Offers have not been and shall not be distributed,
directly or indirectly, in Belgium to Belgian Consumers.
Hammerson has its primary listing on the London Stock Exchange and secondary inward listings on the
Johannesburg Stock Exchange and Euronext Dublin.
Sponsor: Investec Bank Limited
Date: 03-10-2024 12:00:00
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