Wrap Text
Statement re revised proposal from Klépierre S.A. (“Klépierre”)
Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE share code: HMSO JSE share code: HMN
ISIN: GB0004065016
(“Hammerson” or “the Company”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
This Announcement contains inside information
11 April 2018
Hammerson plc (“Hammerson” or the “Company”)
Statement re revised proposal from Klépierre S.A. (“Klépierre”)
The Board of Hammerson announces that the Company has received a revised proposal from Klépierre relating
to a possible acquisition of the entire issued and to be issued share capital of Hammerson (the “Revised
Proposal”). The Revised Proposal is 635 pence per Hammerson share, comprising 50% in new Klépierre shares
and 50% in cash.
The Revised Proposal was conveyed in a meeting between David Tyler, Chairman of Hammerson, and the
Chairman of the Executive Board of Klépierre, Jean-Marc Jestin, on the evening of 9 April 2018.
The Revised Proposal represents only a marginal increase to Klépierre's unsolicited proposal of 615 pence made
on 8 March 2018, which Hammerson's Board unanimously rejected on the basis that it very significantly
undervalued Hammerson, its track record of delivery, the quality of its portfolio, its market positions, and the
opportunities it has for future value creation. Accordingly, the Board of Hammerson, having assessed the Revised
Proposal with its advisers, believes it is not at a price that justifies further engagement with Klépierre and has
unanimously rejected it. The Board remains open to discuss any proposal from Klépierre which properly reflects
the value of the Company.
Shareholders are strongly advised to take no action.
David Tyler, Chairman of Hammerson, said:
“The Board has considered the revised proposal from Klépierre carefully. At 635p, it is only a 3% increase on the
previous proposal and continues very significantly to undervalue the company.”
There can be no certainty of a firm offer for Hammerson from Klépierre or the terms on which any firm offer
might be made. This Announcement is made without the consent of Klépierre.
As previously stated, in accordance with Rule 2.6(a) of the Code, Klépierre is required, by not later than 5.00 p.m.
on 16 April 2018, to either announce a firm intention to make an offer for Hammerson in accordance with Rule
2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of
the Panel in accordance with Rule 2.6(c) of the Code.
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The person responsible for making this Announcement is Sarah Booth, General Counsel and Company Secretary.
Enquiries:
Hammerson +44 (0)20 7887 1000
David Tyler, Chairman
David Atkins, Chief Executive Officer
Timon Drakesmith, Chief Financial Officer and Managing Director, Premium Outlets
Rebecca Patton, Head of Investor Relations
Catrin Sharp, Head of Corporate Communications
Deutsche Bank +44 (0)20 7545 8000
(Financial Adviser and Corporate Broker to Hammerson)
Charles Wilkinson
James Arculus
Rishi Bhuchar
Samantha Forbes (South Africa) +27 (0)11 775 7000
J.P. Morgan Cazenove +44 (0)20 7742 4000
(Financial Adviser and Corporate Broker to Hammerson)
Edmund Byers
Massimo Saletti
Paul Hewlett
Adam Laursen
Lazard +44 (0)20 7187 2000
(Financial Adviser to Hammerson)
William Rucker
Patrick Long
Will Lawes
Max von Hurter
FTI Consulting +44 (0)20 7979 7400
(PR adviser to Hammerson)
John Waples +44 (0)77 1781 4520
Dido Laurimore +44 (0)78 0165 4424
Tom Gough +44 (0)75 8386 3025
Further information
Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and,
in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European
Central Bank and by BaFin, Germany’s Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the Prudential Regulation Authority and FCA. Details about the extent of its
authorisation and regulation by the Prudential Regulation Authority, and regulation by the FCA, are available on
request or from www.db.com/en/content/eu_disclosures.htm. Deutsche Bank AG, acting through its London
branch (“DB London”) is acting as financial adviser and corporate broker to Hammerson and no other person in
connection with this Announcement or any of its contents. DB London will not be responsible to any person
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other than Hammerson for providing any of the protections afforded to clients of DB London, nor for providing
any advice in relation to the acquisition or any other matter referred to herein. Neither DB London nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a client of DB London in connection with
this Announcement, any statement contained herein or otherwise.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is
authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation
Authority in the United Kingdom. J.P. Morgan Cazenove is acting exclusively as financial adviser to Hammerson
and no one else in connection with the matters set out in this Announcement and will not regard any other
person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone
other than Hammerson for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates,
or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.
Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively
as financial adviser to Hammerson and no one else in connection with the acquisition and will not be responsible
to anyone other than Hammerson for providing the protections afforded to clients of Lazard & Co., Limited nor
for providing advice in relation to the acquisition or any other matters referred to in this Announcement. Neither
Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a
client of Lazard & Co., Limited in connection with this Announcement, any statement contained herein or
otherwise.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and
South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom and South Africa should inform themselves about, and observe, any applicable
requirements. The information disclosed in this Announcement may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the
United Kingdom.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of
the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of
relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any
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securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they
will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with
any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer
period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance
Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
Forward-looking statements
This Announcement contains certain forward-looking statements, beliefs or opinions, with respect to the
financial condition, results of operations and business of Hammerson. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often
use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”,
“aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. These
statements are based on assumptions and assessments made by Hammerson, in light of their experience and
their perception of historical trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future and the factors described in the context of such
forward-looking statements in this document could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on
these forward-looking statements which speak only as at the date of this Announcement. Hammerson does not
assume any obligation to update or correct the information contained in this section of the website (whether as
a result of new information, future events or otherwise), except as required by applicable law.
THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS
ARE CHANGES IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY
FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS
COMBINATIONS OR DISPOSITIONS.
Publication of this Announcement
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be available on Hammerson's website
at www.hammerson.com/investors by no later than 12 noon (London time) on the business day following this
Announcement).
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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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