Wrap Text
Public dealing disclosure by a party to an offer or person acting in concert
Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE share code: HMSO JSE share code: HMN
ISIN: GB0004065016
(‘Hammerson’ or ‘the Company’)
FORM 8 (DD)
Public dealing disclosure by a party to an offer or person acting in concert (including
dealings for the account of discretionary investment clients)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)
1. KEY INFORMATION
(a) Full name of discloser: Jean-Philippe Mouton
(b) Owner or controller of interests and short
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s), settlor and
beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose Hammerson plc
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Status of person making the disclosure: Person acting in concert with the
e.g. offeror, offeree, person acting in concert with offeror
the offeror/offeree (specify name of offeror/offeree)
(e) Date dealing undertaken: 6 March 2018
(f) In addition to the company in 1(c) above, is the No
discloser making disclosures in respect of any
other party to the offer?
If it is a cash offer or possible cash offer, state “N/A”
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree
to which the disclosure relates following the dealing
Class of relevant security: Ordinary Shares of 25 pence each
Interests Short positions
Number % Number %
(1) Relevant securities owned 308,758 0.039 N/A -
and/or controlled:
(2) Cash-settled derivatives: N/A - N/A -
(3) Stock-settled derivatives N/A - N/A -
(including options) and
agreements to purchase/sell:
308,758 0.039 N/A -
TOTAL:
All interests and all short positions should be disclosed.
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Details of any open stock-settled derivative positions (including traded options), or
agreements to purchase or sell relevant securities, should be given on a Supplemental
Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements
should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors’ and other employee
options)
Class of relevant security in relation to Ordinary shares of 25 pence each
which subscription right exists:
Details, including nature of the rights Options to acquire as set out below
concerned and relevant percentages:
Name of Number of Original Grant Award
Scheme shares in Date Price
respect of
which
conditional
awards granted
67,8582 1 April 2014 Nil
71,5782 26 March 2015 Nil
Long Term
118,7342 24 March 2016 Nil
Incentive Plan1
131,3582 3 April 2017 Nil
173,6873 6 March 2018 Nil
Name of Number of Original Grant Exercise period Exercise
Scheme shares in Date Price
respect of
which options
granted
March 2018 – March Nil cost
26,082 1 March 2016
2023 option
April 2018 – April Nil cost
11,498 27 April 2016
2023 option
Deferred Bonus March 2019 – March Nil cost
21,702 1 March 2017
Share Scheme 2024 option
May 2019 – May Nil cost
10,687 2 May 2017
2024 option
March 2020 – March Nil cost
32,166 6 March 2018
2025 option
1 Long Term Incentive Plan awards granted to Jean-Philippe Mouton are in the form of
conditional awards of free shares.
2 In the case of awards made to Jean-Philippe Mouton under the Long Term Incentive Plan in
2014 - 2017, the shares vest as soon as it has been determined that certain performance
conditions have been satisfied.
3 In the case of awards made to Jean-Philippe Mouton under the Long Term Incentive Plan in
2018, to the extent the award vests, the shares will be delivered at the end of the holding
period.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class
of relevant security dealt in.
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The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a principal trader in the
same group as a connected adviser)
Class of relevant Purchase/sale Number of Price per unit
security securities
(ii) Principal trader where the sole reason for the connection is that the principal
trader is in the same group as a connected adviser
Class of Purchases/ Total number Highest price Lowest price
relevant sales of securities per unit per unit
security paid/received paid/received
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per
relevant description e.g. opening/closing a reference unit
security e.g. CFD long/short position, securities
increasing/reducing a
long/short position
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class Product Writing, Number Exercise Type Expiry Option
of description purchasing, of price e.g. date money
relevant e.g. call selling, securities per unit American, paid/
security option varying etc. to which European received
option etc. per unit
relates
(ii) Exercise
Class of Product Exercising/ Number of Exercise price
relevant description exercised securities per unit
security e.g. call option against
(d) Other dealings (including subscribing for new securities)
Class of relevant Nature of dealing Details Price per unit (if
security e.g. subscription, conversion applicable)
Ordinary shares of Award of conditional shares Award over 173,687 Nil cost award
25 pence each ordinary shares
under the
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Hammerson plc
2017 Long Term
Incentive Plan
Ordinary shares of Award of share options Award over 32,166 Nil cost award
25 pence each ordinary shares
under the
Hammerson plc
Deferred Bonus
Share Scheme
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding,
formal or informal, relating to relevant securities which may be an inducement to deal
or refrain from dealing entered into by the party to the offer or person acting in concert
making the disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state “none”
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between
the party to the offer or person acting in concert making the disclosure and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 7 March 2018
Contact name: Barbara Lees
Telephone number: 0207 887 1000
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information
Service.
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The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s
dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
Hammerson has its primary listing on the London Stock Exchange and a secondary inward
listing on the Johannesburg Stock Exchange.
Joint Sponsors:
Deutsche Securities (SA) Proprietary Limited
Java Capital
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