Wrap Text
Retail offer
Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE and Euronext Dublin share code: HMSO JSE share code: HMN
ISIN: GB00BRJQ8J25
LEI: 213800G1C9KKVVDN1A60
('Hammerson' or 'the Company')
30 July 2026
RETAIL OFFER
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA,
CANADA, OR JAPAN OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER
PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF
ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICES
AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
("FSMA") AND HAS BEEN APPROVED BY RETAIL BOOK LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
994238). THIS FINANCIAL PROMOTION IS NOT INTENDED TO BE INVESTMENT
ADVICE.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR
ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF HAMMERSON PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS
PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018) ("UK MAR").
• Hammerson announces a conditional retail offer of new ordinary shares in the United
Kingdom via RetailBook;
• The issue price for the new ordinary shares will be determined at the close of the
bookbuilding process;
• Investors in the United Kingdom can take part through RetailBook's partner network of
retail brokers, wealth managers and investment platforms, (subject to such partners'
participation);
• Applications for new ordinary shares through these partners can be made from tax
efficient savings vehicles such as ISAs or SIPPs, as well as General Investment
Accounts ("GIAs");
• The Retail Offer is available to both existing shareholders and new investors, only in
the United Kingdom;
• There is a minimum subscription of £250 per investor in the Retail Offer;
• No commission will be charged by RetailBook on applications to the Retail Offer;
• UK Investors that wish to receive alerts for future RetailBook transactions should sign
up here: https://www.retailbook.com/investors; and
• More information on RetailBook's partner network, how investors can participate in the
Retail Offer and the expected timing of the Retail Offer can be found here:
https://app.retailbook.com/offers/hammerson-plc.
The Retail Offer
Hammerson (LSE: HMSO), a UK-listed real estate investment trust that owns and manages
retail-led city-centre destinations in the UK, Ireland and France, is pleased to announce a
conditional retail offer of new ordinary shares in the capital of the Company ("Retail Offer
Shares") via RetailBook only in the United Kingdom (the "Retail Offer"). As separately
announced by the Company earlier today (the "Placing Announcement"), the Company is
also conducting a non-pre-emptive placing of new ordinary shares to institutional investors
(the "Placing Shares"), comprising UK Placing Shares and SA Placing Shares (as defined
in the Placing Announcement by way of an accelerated bookbuilding process (the "Placing")
and certain directors of the Company, including the Chief Executive Officer and Chief Financial
Officer, have agreed, conditional on the Placing, to subscribe for new ordinary shares (the
"Subscription Shares"), in each case at the Placing Price (the "Subscription", together with
the Placing and Retail Offer, the "Equity Issue") as announced by the Company earlier today.
For the avoidance of doubt, the Retail Offer is not part of the Placing or the Subscription.
Hammerson has separately completed an acquisition to acquire a 50% interest in Manchester
Arndale (the "Acquisition") from Palma Arndale BidCo Limited for a headline price of £218
million.
The issue price of the new ordinary shares to be issued pursuant to the Retail Offer will be
equal to the issue price for the Placing Shares (and the Subscription Shares) and will be
determined following the close of the bookbuilding process (the "Issue Price").
The Retail Offer is conditional on the UK Placing Shares to be issued pursuant to the Placing
being admitted to trading on the main market for listed securities of London Stock Exchange
plc ("Admission"). Admission is expected to take place at 8:00 a.m. (London time) on 4
August 2026 (or such later time and/or date as the Banks (as defined in the Placing
Announcement) may agree with the Company).
As set out in the Placing Announcement, approval to inward list all of the Placing Shares,
Retail Offer Shares and Subscription Shares on the Main Board of the securities exchange
operated by the JSE Limited (the "JSE") from the Financial Surveillance Department of the
South African Reserve Bank ("SARB Approval") has not yet been obtained. The application
for SARB Approval was submitted on 19 June 2026 by Investec in its capacity as the
Company's Authorised Dealer. SARB Approval is at the discretion of the Financial
Surveillance Department of the South African Reserve Bank and it is expected that
confirmation as to whether SARB Approval has been obtained will be known no later than the
end of August. Accordingly, transfers of the Company's ordinary shares, and, following First
Admission (as defined in the Placing Announcement), transfers of any UK Placing Shares,
Retail Offer Shares and Subscription Shares between the London Stock Exchange and the
Johannesburg Stock Exchange will be suspended from today until Second Admission (as
defined in the Placing Announcement).
Subject to receipt of SARB Approval, applications will be made for the Retail Offer Shares to
be admitted to listing and trading as a secondary inward listing on the Main Board of the JSE.
Further announcements will be made by the Company at the appropriate time, as and when
required.
The Retail Offer will not be completed without the Placing also being completed.
The Company will use the net proceeds of the Equity Issue to part fund the consideration for
the Acquisition.
Reason for the Retail Offer
The Company values its retail shareholder base and believes that it is in the best interests of
shareholders as well as wider stakeholders, to provide retail and other interested investors the
opportunity to participate in the Retail Offer in line with the Pre-Emption Group guidelines.
The Retail Offer is only open to eligible investors resident and physically located in the United
Kingdom following release of this announcement. The Retail Offer is expected to close at the
same time as the Placing and may close earlier at the discretion of the Company or if it is
oversubscribed.
Investors can participate through RetailBook's partner network of investment platforms, retail
brokers and wealth managers, subject to such partners' participation. More information on
RetailBook's partner network can be found here: https://app.retailbook.com/offers/hammerson-plc.
Applications for Retail Offer Shares through participating partners can be made from tax
efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Investors wishing to apply
using their ISA, SIPP or GIA should contact their investment platform, retail broker or wealth
manager for details of their terms and conditions, process and any relevant fees or charges.
The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in
all respects with existing ordinary shares including the right to receive all dividends and other
distributions declared, made or paid after their date of issue.
Brokers wishing to offer their customers access to the Retail Offer and future RetailBook
transactions, should contact partners@retailbook.com. UK Investors that wish to receive alerts
for future RetailBook transactions should sign up here: https://www.retailbook.com/investors.
Eligibility for the Retail Offer
The Retail Offer is only available to eligible new investors and existing shareholders of the
Company resident and physically located in the United Kingdom. To be eligible to participate
in the Retail Offer, applicants must be a customer of a participating partner.
Eligible investors wishing to subscribe for Retail Offer Shares should contact their investment
platform, retail broker or wealth manager to confirm if they are participating in the Retail Offer.
Some partners may only accept applications from existing shareholders and/or existing
customers.
There is a minimum subscription of £250 per investor. The terms and conditions on which
investors subscribe will be provided by the relevant financial intermediaries including relevant
commission or fee charges. Note, no commission will be charged to investors by RetailBook
in connection with the Retail Offer.
The Company reserves the right to scale back any order under the Retail Offer at its discretion.
The Company reserves the right to reject any application for subscription under the Retail
Offer without giving any reason for such rejection.
Investors should also note that the Retail Offer will remain open alongside a live share price
and the market price of the Retail Offer Shares may be less than the Issue Price.
Investors should make their own investigations into the merits of an investment in the
Company. Nothing in this announcement amounts to a recommendation to invest in
the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares and any investment in the
Company carry a number of risks. Investors should take independent advice from a
person experienced in advising on investment in securities such as the Retail Offer
Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of your investment
in the Company and any income from it is not guaranteed and can go down as well as
rise due to stock market and currency movements. When you sell your investment, you
may get back less than the amount originally invested.
Neither past performance nor any forecasts should be considered a reliable indicator
of future results.
This announcement should be read in its entirety. In particular, the information in the
"Important Notices" section of the announcement should be read and understood.
The person responsible for making this Announcement on behalf of the Company is Alex
Dunn, General Counsel & Company Secretary.
The date and time of this Announcement is the same as the date and time that it has been
communicated to the media.
Enquiries
Hammerson plc +44 (0) 20 7887 1053
Josh Warren
RetailBook Limited capitalmarkets@retailbook.com
Nick Smith / James Deal
MHP for Hammerson +44 (0) 20 3128 8100
Oliver Hughes / Ollie Hoare / Charles Hirst
Further information on the Company can be found on its website at www.hammerson.com.
Important Notices
The contents of this announcement, which has been prepared by and is the sole responsibility
of the Company, have been approved by Retail Book Limited ("RetailBook") solely for the
purposes of section 21(2)(b) of FSMA.
The Retail Offer is offered in the United Kingdom under an exemption from the requirement to
publish a prospectus contained in Schedule 1 of the Public Offers and Admissions to Trading
Regulations 2024 (the "POATR"). As such, there is no need for publication of a prospectus
pursuant to the FCA Prospectus Rules: Admission to Trading on a Regulated Market
Sourcebook (the "PRM"), or for approval of the same by the FCA. The Retail Offer is not being
made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been or will be prepared or
submitted to be approved by the FCA (or any other authority) in relation to the Retail Offer,
and investors' commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a Regulatory Information Service in
accordance with the FCA Disclosure Guidance and Transparency Rules and UK MAR.
This announcement is not for release, publication or distribution, directly or indirectly, in whole
or in part, in or into the United States. This announcement is not an offer of securities for sale
into the United States. The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or
under the securities laws of any state or other jurisdiction of the United States, and may not
be offered or sold in the United States, except pursuant to a registration or an exemption from,
or in a transaction not subject to, the registration requirements of the US Securities Act. No
public offering of securities is being made in the United States.
The Retail Offer Shares are being offered and sold outside the United States in "offshore
transactions", as defined in, and pursuant to, Regulation S under the US Securities Act. No
U.S. persons (as defined in Regulation S under the US Securities Act) may participate in the
Retail Offer.
This announcement and the information contained herein is not for release, publication or
distribution, directly or indirectly, in whole or in part, in or into Australia, Canada, Japan or any
other jurisdiction where, or to any other person to whom, to do so might constitute a violation
or breach of any applicable law or regulation.
This announcement does not constitute an offer to sell or issue, and is not a solicitation of an
offer to buy or subscribe for, Retail Offer Shares in Australia, Canada, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred to herein is being
made in any such jurisdiction and no investors in these jurisdictions may participate in the
Retail Offer.
The distribution of this announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such jurisdiction.
RetailBook is a proprietary technology platform owned and operated by Retail Book Limited
(registered address at 10 Queen Street Place, London EC4R 1AG). Retail Book Limited is
authorised and regulated in the United Kingdom by the FCA (FRN 994238).
The value of ordinary shares and any income from them is not guaranteed and can fall as well
as rise due to stock market movements. When you sell your investment, you may get back
less than you originally invested. Figures refer to past performance and past performance is
not a reliable indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on
the Company's expectations, intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not historical facts. These forward-
looking statements, which may use words such as "aim", "anticipate", "believe", "intend",
"estimate", "expect" and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and uncertainties that
could cause the actual results of operations, financial condition, liquidity and dividend policy
and the development of the industries in which the Company's businesses operate to differ
materially from the impression created by the forward-looking statements. These statements
are not guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on forward-looking
statements.
These forward-looking statements speak only as at the date of this announcement and cannot
be relied upon as a guide to future performance. The Company and RetailBook expressly
disclaim any obligation or undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless required to do so by the FCA,
the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport
to be full or complete. None of RetailBook or any of its affiliates, accepts any responsibility or
liability whatsoever for, or makes any representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the announcement) or any
other information relating to the Company or associated companies, whether written, oral or
in a visual or electronic form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of the announcement or its contents or otherwise arising in
connection therewith. The Company and RetailBook and its affiliates, accordingly disclaim all
and any liability whether arising in tort, contract or otherwise which they might otherwise be
found to have in respect of this announcement or its contents or otherwise arising in
connection therewith.
No statement in this announcement is intended to be a profit forecast and no statement in this
announcement should be interpreted to mean that earnings or target dividend per share of the
Company for the current or future financial years would necessarily match or exceed the
historical published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any
website accessible from hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or
sold pursuant to the Retail Offer will not be admitted to listing or trading on any stock exchange
other than: (i) to listing in the Equity Shares (Commercial Companies) category of the Official
List of the Financial Conduct Authority and to trading on the main market for listed securities
of the London Stock Exchange plc; (ii) to listing on the Official List of The Irish Stock Exchange
plc, trading as Euronext Dublin and to trading on the main market for listed securities of
Euronext Dublin; and (iii) subject to SARB Approval, to listing and trading as a secondary
inward listing on the Main Board of the securities exchange operated by the JSE Limited.
No other documents or materials are incorporated into, or form part of this financial promotion
and RetailBook has not carried out any verification or due diligence in respect of any such
other documents.
END
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: 30-07-2026 08:02:00
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