Wrap Text
Termination of offer period
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
25 April 2018
Hammerson plc (“Hammerson” or the “Company”)
Termination of offer period
On 18 April 2018, the Board of Hammerson announced the withdrawal of its recommendation to
Hammerson shareholders to vote in favour of the previously announced all-share offer for Intu
Properties plc (“Intu”) (the “Intu Acquisition”) and detailed the reasons for its withdrawal.
Without the recommendation of the Hammerson Board, the Company believes it is unlikely that
Hammerson shareholders would support the Intu Acquisition, which is a condition to completion of the
transaction. In addition, Hammerson confirms that it will not exercise any rights it may have to implement
the Intu Acquisition by way of a contractual takeover offer.
On 25 April 2018, the Board of Intu announced:
1. its withdrawal of its recommendation of the Intu Acquisition;
2. that it will not proceed with the scheme of arrangement; and
3. that it has consented to the release of Hammerson from its obligation to proceed with the Intu
Acquisition.
Further to that announcement and the release of this announcement, the Panel on Takeovers and
Mergers (the “Panel”) has confirmed that: (a) Hammerson will be released from its obligations under
Rule 2.7(b) and Rule 24.1 of the City Code on Takeovers and Mergers (the “Code”) to proceed with the
Intu Acquisition; and (b) the offer period has now ended and the Intu Acquisition has lapsed.
As a result, Hammerson will not be convening a Hammerson shareholder meeting to consider the Intu
Acquisition.
Hammerson will, except with the consent of the Panel, be bound by the restrictions contained in Rule
35 of the Code for a period of 12 months from the date of this Announcement.
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 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.
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
25 April 2018
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