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Public opening position disclosure by a party to an offer
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
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 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
1. KEY INFORMATION
(a) Full name of discloser: Hammerson plc
(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 Offeree - Hammerson plc
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 28 MARCH 2018
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the YES
discloser making disclosures in respect of any If YES, specify which:
other party to the offer? Intu Properties plc
If it is a cash offer or possible cash offer, state “N/A” Klépierre S.A.
2. POSITIONS OF THE PARTY TO THE OFFER 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
Class of relevant security: N/A
Interests Short positions
Number % Number %
(1) Relevant securities owned N/A - 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:
N/A - 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
Class of relevant security in relation to N/A
which subscription right exists:
Details, including nature of the rights N/A
concerned and relevant percentages:
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE
OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors’
and other employee options) of any person acting in concert with the party to the offer
making the disclosure:
a) Beneficial holdings of the Directors of Hammerson plc and their close relatives
in its ordinary shares
Name Number of shares Percentage of issued share
capital
David Tyler 75,000 0.0094%
Margaret Fingerhut (spouse
of David Tyler) 2,370 0.0003%
David Atkins 417,851 0.0526%
Susan Louise Atkins
(spouse of David Atkins) 210,748 0.0265%
Martin Wellsbury (Father of
spouse of David Atkins) 1,000 0.0001%
Timon Drakesmith 210,025 0.0264%
Deborah Rheims
Drakesmith (spouse of
Timon Drakesmith) 220,836 0.0278%
Peter Cole 324,778 0.0409%
Jean-Philippe Mouton 334,840 0.0422%
Terry Duddy 35,000 0.0044%
Melanie Duddy (spouse of
Terry Duddy) 30,000 0.0038%
Pierre Bouchut 20,279 0.0026%
Gwyn Burr 5,182 0.0007%
Andrew Formica 22,000 0.0028%
Judy Gibbons 4,115 0.0005%
b) Interests held by Directors of Hammerson plc under its share plans
David Atkins:
Number of
shares in
Name of Original Grant Exercise
respect of Exercise period
Scheme Date Price
which options
granted
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April 2018 – April Nil cost
120,145 1 April 2014
2021 option
March 2019 – March Nil cost
142,168 26 March 2015
2022 option
Long Term March 2020 – March Nil cost
219,359 24 March 2016
Incentive Plan 2023 option
April 2021 – April Nil cost
224,974 3 April 2017
2024 option
March 2023 – March Nil cost
285,587 6 March 2018
2025 option
March 2018 – March Nil cost
48,950 1 March 2016
2023 option
April 2018 – April Nil cost
21,700 27 April 2016
2023 option
Deferred Bonus March 2019 – March Nil cost
37,213 1 March 2017
Share Scheme 2024 option
May 2019 – May Nil cost
18,530 2 May 2017
2024 option
March 2020 – March Nil cost
52,900 6 March 2018
2025 option
May 2019 – October
2,102 24 March 2016 £4.28
2019
Sharesave
May 2020 – October
765 23 March 2017 £4.70
2020
Timon Drakesmith:
Number of
shares in
Name of Original Grant Exercise
respect of Exercise period
Scheme Date Price
which options
granted
April 2018 – April Nil cost
82,108 1 April 2014
2021 option
March 2019 – March Nil cost
97,160 26 March 2015
2022 option
Long Term March 2020 – March Nil cost
149,914 24 March 2016
Incentive Plan 2023 option
April 2021 – April Nil cost
163,976 3 April 2017
2024 option
March 2023 – March Nil cost
207,861 6 March 2018
2025 option
March 2018 – March Nil cost
33,453 1 March 2016
2023 option
April 2018 – April Nil cost
14,831 27 April 2016
2023 option
Deferred Bonus March 2019 – March Nil cost
27,187 1 March 2017
Share Scheme 2024 option
May 2019 – May Nil cost
12,656 2 May 2017
2024 option
March 2020 – March Nil cost
38,557 6 March 2018
2025 option
May 2020 – October
Sharesave 765 23 March 2017 £4.70
2020
Peter Cole:
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Name of Number of Original Grant Exercise period Exercise
Scheme shares in Date Price
respect of
which options
granted
April 2017 – April Nil cost
97,770 2 April 2013
2020 option
April 2018 – April Nil cost
87,542 1 April 2014
2021 option
March 2019 – March Nil cost
103,589 26 March 2015
Long Term 2022 option
Incentive Plan March 2020 – March Nil cost
159,834 24 March 2016
2023 option
April 2021 – April Nil cost
163,976 3 April 2017
2024 option
Nil cost
207,861 6 March 2018 March 2023 - 2025
option
March 2014 – March Nil cost
53,224 12 March 2012
2019 option
March 2015 – March Nil cost
70,137 11 March 2013
2020 option
March 2018 – March Nil cost
35,667 1 March 2016
2023 option
Deferred Bonus April 2018 – April Nil cost
15,812 27 April 2016
Share Scheme 2023 option
March 2019 – March Nil cost
27,119 1 March 2017
2024 option
May 2019 – May Nil cost
13,503 2 May 2017
2024 option
March 2020 – March Nil cost
36,121 6 March 2018
2025 option
May 2021 – October
3,504 24 March 2016 £4.28
2021
Sharesave
May 2020 – October
765 23 March 2017 £4.70
2020
Jean-Philippe Mouton:
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
Deferred Bonus 11,498 27 April 2016 April 2018 – April Nil cost
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Share Scheme 2023 option
March 2019 – March Nil cost
21,702 1 March 2017
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 award 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.
c) Interests of connected advisers of Hammerson plc in Hammerson plc
JPMorgan Chase Bank, N.A. (Custody):
Class of Ordinary shares
relevant security
Interests Short Positions
Number % Number %
Relevant 82 0.00001% N/A -
securities owned
and/or controlled
Deutsche Bank Aktiengesellschaft, Filiale Johannesburg:
Class of Ordinary shares
relevant security
Interests Short Positions
Number % Number %
Cash settled 416,370 0.05242% 416,370 0.05242%
equity swap
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).
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 making the disclosure or
any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state “none”
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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 making the disclosure, or any person acting in concert with it, 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: 29 March 2018
Contact name: Sarah Booth
Telephone number: 44 (0) 20 7887 1000
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information
Service.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s
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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Date: 29/03/2018 05:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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