Wrap Text
Proposed placing to fund acquisition and suspension of share buyback
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" or "the Group")
For immediate release
31 July 2025
• PROPOSED PLACING TO FUND ACQUISITION OF THE REMAINING 50% INTEREST IN BULLRING
AND GRAND CENTRAL
• SUSPENSION OF SHARE BUYBACK
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM
(THE "ANNOUNCEMENT"), IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Hammerson today announces its intention to raise up to 10% of existing issued share capital through
an institutional placing (the "Placing"), in connection with the acquisition of the remaining 50%
interest in Bullring and Grand Central (the "Acquisition") for a net cash consideration of £319m (1). The
Placing is to be comprised of a non-pre-emptive placing of new ordinary shares in the capital of the
Company (the "Placing Shares") at the Placing Price (as defined below) and will be conducted through
an accelerated bookbuild which will be launched immediately following this announcement.
Highlights
• Proposed Placing of up to 10% of issued share capital to fund the acquisition of JV partner's
50% stake in Bullring and Grand Central, with the remainder financed from existing cash
resources and the suspension of Hammerson's ongoing share buyback programme.
• Acquisition of remaining 50% stake in Bullring and Grand Central allows Hammerson to take
full control of this super prime destination. Located in the heart of Birmingham city centre,
Bullring is one of only five retail destinations in the UK ranked A++ by Green Street.
• The Acquisition represents a 4% discount to June book value, a blended net initial yield of
6.7%, and a topped-up net initial yield of 7.7% (2).
• Combined, the Placing and Acquisition are expected to be immediately accretive to earnings
(HY25 pro forma EPS accretion +4%) with minimal NTA dilution. The Acquisition is expected
to complete in early August 2025 and is not conditional on the Placing.
• Hammerson has announced today an upgrade to FY25 guidance (see HY Results
announcement for details). The Company expects c.17% GRI growth for FY25 and EPRA
earnings of c.£102m, remaining on track to achieve its medium term financial framework.
• Pro forma HY25 for the acquisition of Bullring and Grand Central (3), LTV would stand at around
37% and net debt:EBITDA at around 7.9x, commensurate with the Group's solid IG credit
rating.
• Bullring continues to benefit from over £30m of landlord investment alongside £75m of
occupier investment since 2021, delivering standout operational and financial performance in
recent years. In 2024, footfall was up 3% to 33m visitors, and sales up 11%. In HY25, footfall
was up 5% and Q2 was exceptionally strong, up 8%, with June up 12% year-on-year. Like-for-
like sales have followed a similar trend, up 4%, with Q2 up 5%. Total sales were up 6% in HY25.
• With the benefit of like-for-like growth, acquisitions (including the acquisition of the
remaining 50% interest in Bullring and Grand Central), tight cost control and the share
buyback, the Group will have more than replaced the loss of earnings contribution from the
Union Square and Value Retail disposals in 2024.
(1) Subject to customary adjustments. At completion of the Acquisition, these adjustments are expected to comprise c.£17m, principally with
respect to cash in the interests of the corporate entities to be acquired.
(2) The net initial yield increased to reflect the value of unexpired lease incentives (i.e. rent free periods).
(3) Assumes successful completion of the Placing.
Rita-Rose Gagné, Chief Executive Officer of Hammerson, commented:
"This is an exciting milestone for Hammerson. Our investment alongside key trusted brand partners
has seen Bullring deliver a standout operational performance in recent years, cementing its reputation
as a top five UK destination. Birmingham is a thriving, growing city and our dynamic catchment
continues to drive footfall and sales growth. Full control of this super prime asset allows us to
consolidate the position of our Birmingham estate at the heart of the UK's second city and explore new
opportunities to deliver enhanced value and risk-adjusted returns."
Background to the Placing
Hammerson's aim is simple – to deliver sustainable growth and value creation in our destinations by
active repositioning and asset enhancement. Combined with our specialist platform, tight cost control
and operational grip, we will deliver growth in income, earnings and dividends. We are investing to
drive organic growth and value creation in our flagship destinations, so they constantly adapt to
evolving trends to remain relevant to customers and occupiers. We create option value from our
strategic land, and supplement this with acquisitions in line with our strategy.
We are committed to being disciplined in our capital allocation strategy and execution to deliver
enhanced value and risk-adjusted returns for shareholders. Successful deployment of capital grows
our rental income, scale and valuations, and creates further options for the rotation of assets and
recycling of capital. Growing income means growing earnings and dividends, enhancing returns to
shareholders, including where appropriate the return of excess capital.
As a publicly-traded REIT, we are able to draw on three main sources of capital depending on market
conditions: recycling from our own portfolio; raising debt; and equity. We remain committed to
maintaining a strong and sustainable balance sheet through the cycle, commensurate with
maintaining an investment grade credit rating and therefore access to capital.
Our guiderails are an LTV of around 35% and net debt:EBITDA of 6-8x. With LTV at 35% at 30 June
2025, and net debt:EBITDA at 7.8x, our balance sheet remains strong and flexible at this low point in
the cycle, with a variety of options to further increase capacity including the monetisation of strategic
land as we achieve key planning goals, or further asset rotation. Pro forma for the acquisition of
Bullring and Grand Central, our LTV would stand at around 37% and net debt:EBITDA at around 7.9x,
commensurate with the Group's solid IG credit rating (4).
We have been disciplined and efficient allocators of capital. With £126m of core capex deployed since
FY20 on repositioning and asset enhancement projects, these investments have delivered high double
digit IRRs and high single to low double digit yields on costs.
Where we have recycled capital from non-core destinations, we have done so in a disciplined manner.
Our c.£985m of non-core sales since FY20 have been achieved at an average discount to book of 2%, whilst
Value Retail was exited for £595m at a 24x EBITDA multiple and a 3.4% exit cash yield. Our acquisitions
have been achieved at an average prime destination yield of 8.5%, whilst we have realised capital at
attractive prices from our strategic land, most recently at Leeds, but also at Croydon in 2023.
We continue to allocate capital to acquiring the interests of our JV partners where we see the
opportunity for strong returns with entry yields at all-time highs for irreplaceable best-in-class assets
in unique high-growth urban catchments.
Acquisition of Bullring and Grand Central
Hammerson has exchanged contracts to acquire the 50% of Bullring and Grand Central owned by its
JV partner for a net cash consideration of £319m to be funded through the suspension of the share
buyback programme, existing cash resources and an equity placing of up to 10% of total outstanding
shares. This represents a 4% discount to June book value, a blended net initial yield of 6.7%, a topped-
up net initial yield of 7.7%(5), and additional annualised net rental income of c.£22m.
Bullring
Bullring is one of the UK's best-performing and highly regarded retail-anchored destinations,
recognised by Green Street as one of only five A++ rated assets in the UK. It continues to benefit from
over £30m of landlord investment and £75m occupier investment since 2021 to reposition the former
Debenhams unit and bring in new retail concepts, upsizes and offers from M&S, Inditex, Sephora and
JD Sports among others, alongside new leisure provision including TOCA Social and Lane7. In
aggregate, these investments secured are approaching £130m of rent contracted to first break and
delivered an IRR in excess of 40%.
Our investment has seen Bullring deliver a standout operational performance in recent years. In 2024,
footfall was up 3% as we welcomed 33m visitors, and sales up 11%, making it the strongest performer
in its peer group according to Lloyds Bank data. In HY25, footfall was up 5% and Q2 was exceptionally
strong, up 8%, with June up 12% year-on-year. Like-for-like sales have followed a similar trend, up 4%,
with Q2 up 5%. Total sales were up 6% in HY25.
Strong sales support some of the highest Zone-A rents across the portfolio, but rents remain
affordable with OCRs in the mid-teens. Occupancy is tight and tension high as brands pursue more of
the best space in the highest-performing locations. In aggregate, HY25 principal deals at Bullring were
signed 25% ahead of previous passing rent and 22% ahead of ERV on a net effective basis.
Bullring delivered strong like-for-like gross rental income growth of 12% in HY25 and we anticipate
continued strong rental growth in the second half and beyond. There remain incremental asset
management opportunities to improve the tenant mix, create greater exposure to the night time
economy, and grow income and value.
There is an attractive potential opportunity to redevelop the underutilised Edgbaston Street car park
into residential use with enhanced public realm.
Grand Central
Demand at Grand Central is growing for the limited available space with occupancy up 3% year-on-
year, also reflecting 'spillover' demand from Bullring where space is also at a premium. Food and
beverage is a particular feature, due to its location above Birmingham New Street station where we
have actively managed and improved the offer with sales densities in this category amongst the
highest in the portfolio at around £560/ft2 with affordable rents at an average £50/ft2, also reflecting
high footfall with over 14m visitors in 2024 and 7m in HY25.
Grand Central, located above Birmingham New Street station, also represents a compelling
redevelopment opportunity. Around 50% of the space, representing a former John Lewis & Partners
store, is currently vacant. However, strip-out was completed in 2023 and planning is in place for our
Drum concept – an office-led mixed-use redevelopment of the space with a GDV in the region of
c.£100m at 100%. We continue to engage with stakeholders to de-risk and unlock the next phases of
delivery of this scheme.
Birmingham Estate
Alongside the immediate and medium term income and value growth opportunities at Bullring and
Grand Central, Hammerson's wider Birmingham Estate also contains Martineau Galleries, a 7-acre
mixed use regeneration site already owned 100% by Hammerson, representing the gateway to the
city adjacent to Curzon Street HS2 Station. The site has outline planning consent for c.1,100 homes
and up to 1.3m ft2 of commercial space. With vacant possession secured in HY25, initial demolition
and enabling works are anticipated to be able to start by early 2026, with potential for further
investment from 2027. There is high optionality for delivery and funding.
(4) Assumes successful completion of the Placing
(5) The net initial yield increased to reflect the value of unexpired lease incentives (i.e. rent free periods)
Use of Proceeds
The net proceeds of the Placing will be used to fund a portion of the consideration for the Acquisition,
with the remainder financed from existing cash and the suspension of the ongoing share buyback
programme.
Financial Impact of the Combination of the Placing and Acquisition
The Acquisition represents a 4% discount to June book value, a blended net initial yield of 6.7%, and a
topped-up net initial yield of 7.7%.
Combined, the proposed Placing and Acquisition are expected to be immediately accretive to earnings
(HY25 pro forma EPS accretion +4%) with minimal NTA dilution (c.2%). As detailed in the HY Results
announced today, Hammerson now expects c.17% GRI growth for FY25 and EPRA earnings of c.£102m
and remains on track to achieve its medium term financial framework.
Pro forma for the acquisition of Bullring and Grand Central, LTV would stand at around 37% and net
debt:EBITDA at around 7.9x, commensurate with the Group's solid IG credit rating (6).
(6) Assumes successful completion of the Placing
Details of the Placing
The Placing is being conducted through an accelerated bookbuild (the "Bookbuild") which will be
launched immediately following the release of this Announcement. Morgan Stanley & Co. International
plc ("Morgan Stanley") is acting as Global Co-ordinator and Financial Advisor in connection with the
Placing. Investec Bank Limited ("Investec") and Peel Hunt LLP ("Peel Hunt") and together with Morgan
Stanley, the "Joint Bookrunners", or the "Banks") are acting as Joint Bookrunners in connection with the
Placing. Investec will also act as JSE Sponsor to the Company in South Africa. The Bookbuild may close at
any time after launch, at the discretion of the Banks and the Company.
Investec has also been appointed as the Company's Authorised Dealer within the meaning of the
Currency and Exchange Manual for Authorised Dealers issued by the Financial Surveillance
Department of the South African Reserve Bank (the "Authorised Dealer").
The Placing Shares in aggregate will represent up to 10% of the current issued share capital of the
Company.
The price at which the Placing Shares are to be placed (the "Placing Price") will be determined at the
close of the Bookbuild by agreement between the Company and the Banks. The timing of the closing
of the Bookbuild, the Placing Price and the number of Placing Shares to be placed will be agreed
between the Banks and the Company following completion of the Bookbuild and will then be
announced as soon as practicable on a Regulatory Information Service (the "Pricing Announcement").
The Banks have today entered into an agreement with the Company (the "Placing Agreement") under
which, subject to the conditions set out therein, the Banks as agents, for and on behalf of, the
Company have agreed to use their respective reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price. The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement.
A description of certain relevant aspects of the Placing Agreement can be found in the Terms and
Conditions contained in Appendix 1 to this Announcement under the headings "Details of the Placing
Agreement and of the Placing Shares", "Conditions of the Placing", "Termination of the Placing
Agreement" and "Restriction on further issue of securities". The Placing will be made on a non-pre-
emptive basis. The Company will rely on the allotment and disapplication of pre-emption rights
authorities granted by shareholders to the Company at its annual general meeting held on 15 May
2025.
Prior to launch of the Placing, the Company consulted with a number of its shareholders to gauge their
feedback as to the terms of and potential participation in the Placing. The Board has concluded that
the Placing is in the best interests of shareholders and wider stakeholders and will promote the long-
term success of the Company and has chosen to proceed with the Placing. The Placing is being
structured through the Bookbuild to minimise execution and market risk. The Board intends to apply
the principles of pre-emption when allocating Placing Shares to those shareholders that participate in
the Placing.
Due to the accelerated nature of the Acquisition, approval to inward list all of the Placing Shares 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 29 July 2025 by the
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, transfers of any UK Placing Shares, between the
London Stock Exchange and the Johannesburg Stock Exchange will be suspended from today until
Second Admission.
Applications will be made for those Placing Shares, if any, other than the SA Placing Shares, as may be,
if agreed between the Banks and the Company, specified in the executed Terms of Placing (the "UK
Placing Shares") to be admitted to (a) listing in the Equity Shares (Commercial Companies) category
of the Official List of the Financial Conduct Authority (the "FCA") (the "Official List") and to trading on
the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"),
and (b) listing on the Official List of The Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext
Dublin") (the "Irish Official List") and to trading on the main market for listed securities of Euronext
Dublin ("First Admission").
Applications will be made, subject to receipt of SARB Approval, for:
a) those Placing Shares, if any, which are placed with placees who are South African Qualifying
Investors, as may be, if agreed between the Banks and the Company, specified in the executed
Terms of Placing (the "SA Placing Shares") to be admitted to (A) listing in the Official List and
to trading on the main market for listed securities of London Stock Exchange, (B) listing on the
Irish Official List and to trading on the main market for listed securities of Euronext Dublin,
and (C) listing and trading as a secondary inward listing on the Main Board of the securities
exchange operated by the JSE Limited (the "JSE"); and
b) any UK Placing Shares to be admitted to listing and trading as a secondary inward listing on
the Main Board of the securities exchange operated by the JSE ("Second Admission").
Subject to the First Admission becoming effective, it is expected that settlement of subscriptions in
respect of the UK Placing Shares subscribed for by any placees and trading in the UK Placing Shares
will commence at 8:00 a.m. (London time) on 5 August 2025.
Second Admission is subject to receipt of SARB Approval and a long stop date of 31 August 2025.
Further announcements will be made by the Company at the appropriate time, as and when required.
The Placing is conditional upon, inter alia, admission of the UK Placing Shares becoming effective not
later than 8:00 a.m. (London time) on 5 August 2025 (or such later time and/or date, being not later
than 8:00 a.m. (London time) 7 August 2025), as the Banks may agree with the Company and the
Placing Agreement not being terminated in accordance with its terms before that time. Further details
can be found in Appendix 1 to this Announcement.
The above proposed dates and times may be subject to change at the discretion of the Company and
the Banks.
The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing
Ordinary Shares in the capital of the Company including the right to receive all future dividends and
distributions declared, made or paid.
The Company has undertaken to the Banks that, between the date of this Announcement and 120
calendar days after the date of First Admission, it will not, directly or indirectly, issue or allot Ordinary
Shares, subject to customary exceptions or waiver by the Banks.
Appendix 1 to this Announcement (which forms part of the Announcement) sets out the Terms and
Conditions of the Placing. Persons (including individuals, funds or otherwise) choosing to participate
in the Placing and by making an oral or written offer to acquire Placing Shares ("Placees") will be
deemed to have read and understood this Announcement in its entirety (including the Appendices)
and to be making a legally binding offer subject to the terms and conditions in it, and to be providing
the representations, warranties and acknowledgements contained in Appendix 1.
Suspension of the share buyback programme
The Company announces that it is suspending the previously announced share buyback programme
of its ordinary shares of 5 pence each for up to a maximum aggregate consideration of £140 million
with immediate effect. Any recommencement of the share buyback programme will be announced to
the market.
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.
For further information please contact:
Hammerson Investor Contact
Josh Warren +44 (0) 20 7887 1053
Morgan Stanley (Global Co-ordinator, Financial Advisor, Joint Corporate Broker)
Andrew Foster +44 (0) 20 7425 8000
Martin Thorneycroft
Jun Sandeman
Hannah Mackey
Peel Hunt (Joint Bookrunner, Joint Corporate Broker)
Capel Irwin +44 20 7418 8900
Sohail Akbar
Chloe Ponsonby
Henry Nicholls
Investec (Joint Bookrunner, JSE Sponsor)
Jarrett Geldenhuys +27 11 286 9481
Ashleigh Williams
Kyle Rollinson
Karl Priessnitz
MHP for Hammerson
Oliver Hughes +44 (0) 20 3128 8100
Ollie Hoare
Charles Hirst
Slaughter and May is acting as legal adviser to the Company in respect of the Placing. Cravath, Swaine
& Moore LLP is acting as U.S. legal adviser to the Company in respect of the Placing. Bowmans is acting
as South African legal adviser to the Company in respect of the Placing.
Freshfields LLP is acting as legal advisers to the Banks in respect of the Placing.
CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to the Company in respect of
the Acquisition.
IMPORTANT NOTICES
This Announcement and the information contained herein, is restricted and is not for publication,
release, transmission, forwarding 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, Japan or any other jurisdiction in
which such publication, release or distribution would be unlawful.
No action has been taken by the Company or the Banks, or any of their respective affiliates, or any
person acting on its or their behalf, that would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or
any other offering or publicity material relating to the Placing Shares in any jurisdiction where action
for that purpose is required. Any failure to comply with these restrictions may constitute a violation of
the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall
inform themselves about, and observe, such restrictions.
No prospectus will be made available in connection with the matters contained in this Announcement
and no such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129 as
amended from time to time (the "EU Prospectus Regulation") or Prospectus Regulation (EU)
2017/1129 as it forms part of UK domestic law as amended from time to time by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation" and together with the EU Prospectus
Regulation, the "Prospectus Regulations" ) to be published. Persons needing advice should consult an
independent financial adviser.
In South Africa: (i) the Placing is not an "offer to the public" as contemplated in the South African
Companies Act 71 of 2008, as amended (the "South African Companies Act"); (ii) this Announcement
does not, nor does it intend to, constitute a "registered prospectus" or an "advertisement", as
contemplated by the South African Companies Act; and (iii) no prospectus has been filed with the South
African Companies and Intellectual Property Commission ("CIPC") in respect of the Placing. As a result,
this Announcement does not comply with the substance and form requirements for a prospectus set
out in the South African Companies Act and the South African Companies Regulations, 2011, and has
not been approved by, and/or registered with, the CIPC, or any other South African authority.
This Announcement is for information purposes only and does not constitute an offer or invitation to
underwrite, buy, subscribe, sell or issue, or the solicitation of an offer to buy, sell, acquire, dispose or
subscribe for the Placing Shares or any other security in the United States, Australia, Canada, Japan,
South Africa or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or
sale would be unlawful or require registration.
The Placing Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any State or other jurisdiction of the
United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United
States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable securities laws of any State
or other jurisdiction of the United States. There will be no public offer of the Placing Shares in the United
States.
The Placing has not, and will not be, approved, disapproved or recommended by the U.S. Securities and
Exchange Commission, any State securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal
offence in the United States.
The Placing Shares have not been, nor will they be, qualified for distribution to the public in Canada
pursuant to a prospectus filed with the securities regulatory authority of any province or territory of
Canada; no prospectus has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been,
and nor will they be, registered under or offered in compliance with the securities laws of any state,
province or territory of Canada, Australia or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Canada, Australia, Japan or any other jurisdiction outside the United Kingdom
or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or to any
investor located or resident in Canada.
This Announcement does not constitute, or purport to include the information required of, a disclosure
document under Chapter 6D of the Corporations Act 2001 (Cth) (the "Corporations Act") or a product
disclosure statement under Chapter 7 of the Corporations Act and will not be lodged with the Australian
Securities and Investments Commission. No offer of securities is made pursuant to this Announcement
in Australia except to a person who is: (i) either a "sophisticated investor" within the meaning of section
708(8) of the Corporations Act or a "professional investor" within the meaning of section 9 and section
708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of section 761G of the
Corporations Act (and related regulations) who has complied with all relevant requirements in this
respect. No Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to
investors in Australia for at least 12 months after their issue, except in circumstances where disclosure
to investors is not required under Part 6D.2 of the Corporations Act.
NOTICE TO CANADIAN INVESTORS
The Placing Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Placing Shares must be made in accordance with an exemption from, or in a transaction
not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this offering memorandum (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser's province
or territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the
Agents are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
This Announcement is for information purposes only and is directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and disposing of investments (as principal or
agent) for the purposes of their business and who have professional experience in matters relating to
investments and are: (a) persons in member states of the European Economic Area, who are "qualified
investors" within the meaning of Article 2(e) of the EU Prospectus Regulation, or (b) persons in the
United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus
Regulation and (i) who are investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who fall within Article
49(2)(a) to (d) of the Order, or (c) in the case of persons located in the United States, persons who are
reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the US
Securities Act of 1933, as amended), or (d) persons in South Africa: (i) who fall within one of the
specified categories listed in section 96(1)(a) of the South African Companies Act; or (ii) who are
selected persons, acting as principal, acquiring Placing Shares for a total contemplated acquisition cost
of R1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act, or (e)
persons to whom it may otherwise be lawfully communicated (all such persons in (a), (b), (c) (d) and (e)
together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity to which this Announcement
relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Morgan Stanley & Co. International plc is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority. Peel Hunt LLP is authorised and regulated in the United Kingdom by the Financial Conduct
Authority . Investec Bank Limited is an Authorised Financial Services Provider (11750), a Registered
Credit Provider (NCRCP 9), an authorised Over the Counter Derivatives Provider, and a member of the
JSE . The Banks are acting for the Company in connection with the Placing and no one else and will not
be responsible to anyone other than the Company for providing the protections afforded to their clients
nor for providing advice to any other person in relation to the Placing and/or any other matter referred
to in this Announcement. As required by applicable securities laws, the licensing status of the Joint
Bookrunners in the Republic of South Africa is as follows: Morgan Stanley & Co. International plc holds
an exemption from the licensing requirement of the Financial Advisory and Intermediary Services Act
37 of 2002 ("FAIS") and it is therefore not regulated in the Republic of South Africa.
This Announcement is being issued by and is the sole responsibility of the Company. No representation
or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Banks nor any of their respective affiliates or agents (or any of their
respective directors, officers, employees or advisers or any person acting on their behalf) for the
contents of the information contained in this Announcement, or any other written or oral information
made available to or publicly available to any interested party or its advisers, or any other statement
made or purported to be made by or on behalf of any Bank or any of their respective Affiliates in
connection with the Company, the Placing Shares or the Placing and any responsibility therefor is
expressly disclaimed. The Banks and each of their respective Affiliates accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and no representation or warranty,
express or implied, is made by any Bank or any of their respective affiliates as to the accuracy,
completeness or sufficiency of the information contained in this Announcement.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the Placing Shares. Any investment decision to
buy Placing Shares in the Placing must be made solely on the basis of publicly available information,
which has not been independently verified by the Banks. Any indication in this Announcement of the
price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide
to future performance. The price of shares and any income expected from them may go down as well
as up and investors may not get back the full amount invested upon disposal of the shares. Past
performance is no guide for future performance and persons reading this Announcement should
consult an independent financial adviser.
This Announcement contains certain forward-looking statements which includes all statements other
than statements of historical fact, including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof.
Such forward-looking statements involve known and unknown risks, uncertainties and other important
factors beyond the Company's control that could cause the actual results, performance or
achievements of the Company to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in the future. These forward-looking
statements speak only as at the date of this announcement. None of the Company, the Banks or their
respective affiliates undertakes or is under any duty to update this announcement or to correct any
inaccuracies in any such information which may become apparent or to provide you with any additional
information, other than any requirements that the Company may have under applicable law or the
Listing Rules of the London Stock Exchange or Euronext Dublin, the Prospectus Regulations, the
Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Transparency
(Directive 2004/109/EC) Regulations 2007 (as amended) of Ireland, UK MAR or EU MAR. To the fullest
extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising
in tort, contract or otherwise, which they might otherwise have in respect of this announcement. The
information in this announcement is subject to change without notice. No statement in this
Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings
of the Company for the current or future financial years will necessarily match or exceed the historical
or published earnings of the Company.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate advice before taking any
action.
In connection with the Placing, each of the Banks and any of their affiliates, acting as investors for their
own account, may take up a portion of the shares in the Placing as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities
of the Company or related investments in connection with the Placing or otherwise. Accordingly,
references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing by, the Banks and any of their affiliates
acting in such capacity. In addition, the Banks and any of their affiliates may enter into financing
arrangements (including swaps) with investors in connection with which the Banks and any of their
respective affiliates may from time to time acquire, hold or dispose of shares. The Banks do not intend
to disclose the extent of any such investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
The most recent Annual Report of the Group (which includes a section entitled "Risks and
Uncertainties" that describes the risk factors that may affect the Group's business and financial
performance) and other information about the Group are available on the Hammerson website at
www.hammerson.com. Neither the contents of the Hammerson website nor any website accessible by
hyperlinks on the Hammerson website is incorporated in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation to acquire any securities of the Company.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (i) (a) EU Directive
2014/65/EU on markets in financial instruments, as amended, ("MiFID II"); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance Requirements"); and (ii) the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK Product Governance
Requirements" and together with the MiFID II Product Governance Requirements, the "Product
Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II or the FCA Handbook Conduct of Business Sourcebook (as
applicable); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID
II or the FCA Handbook Product Intervention and Product Governance Sourcebook (as applicable) (the
"Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (for the
purposes of the Product Governance Requirements) should note that: the price of the Placing Shares
may decline and investors could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection, who (either alone or
in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and
risks of such an investment and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II or the FCA Conduct of Business Sourcebook;
or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any
other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
Appendix 1 – Terms and Conditions of the Placing for invited placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (I) IF IN A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE "QUALIFIED INVESTORS"
("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129
(THE "EU PROSPECTUS REGULATION"); (II) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS"
WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE PROSPECTUS REGULATION AS IT
FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED AND SUPPLEMENTED (THE "UK PROSPECTUS REGULATION") WHO ARE (A) PERSONS WHO
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
"ORDER"), OR (B) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (C) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (C) OTHER PERSONS TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A),
(B) OR (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS") OR (III) IF IN SOUTH
AFRICA: (I) SELECTED PERSONS WHO FALL WITHIN ONE OF THE SPECIFIED CATEGORIES LISTED IN
SECTION 96(1)(A) OF THE SOUTH AFRICAN COMPANIES ACT; OR (II) SELECTED PERSONS WHO ARE
SELECTED PERSONS, ACTING AS PRINCIPAL, ACQUIRING PLACING SHARES FOR A TOTAL
CONTEMPLATED ACQUISITION COST OF R1,000,000 OR MORE, AS CONTEMPLATED IN SECTION
96(1)(B) OF THE SOUTH AFRICAN COMPANIES ACT ("SOUTH AFRICAN QUALIFYING INVESTORS"). ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE
ONLY (I) IN ANY MEMBER STATE OF THE EEA, TO QUALIFIED INVESTORS; (II) IN THE UNITED KINGDOM,
TO RELEVANT PERSONS, AND (III) IN SOUTH AFRICA, TO SOUTH AFRICAN QUALIFYING INVESTORS,
AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED
ON OR RELIED ON (I) IN ANY MEMBER OF STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED
INVESTORS; (II) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS; OR (III)
IN SOUTH AFRICA, BY PERSONS WHO ARE NOT SOUTH AFRICAN QUALIFYING INVESTORS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR
THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO
DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING IS BEING MADE
(A) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO
REGULATION S UNDER THE SECURITIES ACT AND (B) IN THE UNITED STATES ONLY TO PERSONS
REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL BUYERS" PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS
BEING MADE IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR
ELSEWHERE.
The information contained in this Announcement constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as
amended ("FAIS Act") and should not be construed as an express or implied recommendation, guide
or proposal that any particular transaction in respect of the Placing Shares or in relation to the business
or future investments of the Company, is appropriate to the particular investment objectives, financial
situations or needs of a prospective investor, and nothing in this Announcement should be construed
as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The
Company is not a financial services provider licensed as such under the FAIS Act.
This Announcement is for information only and does not itself constitute or form part of an offer to
sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any
jurisdiction including, without limitation, the United States or any Restricted Territory or in any
jurisdiction where such offer or solicitation is unlawful.
This Announcement, and the information contained herein, is not for release, publication or
distribution, directly or indirectly, to persons in any Restricted Territory. The distribution of this
Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company, the Banks nor any of its or their
respective Affiliates nor any person acting on its or their behalf which would permit an offer of the
Placing Shares or possession or distribution of this Announcement or any other offering or publicity
material relating to such Placing Shares in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes are required by the Company
and the Banks to inform themselves about, and to observe, any such restrictions. Failure to comply
with this directive may result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus
Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. In South
Africa, the all offers of the Placing Shares will be made to persons falling within the categories of
persons: (i) listed in section 96(1)(a) of the South African Companies Act; and/or (ii) qualifying pursuant
to section 96(1)(b) of the South African Companies Act, therefore no prospectus will be registered
with the Companies and Intellectual Property Commission as contemplated under the South African
Companies Act. This Announcement is being distributed and communicated to persons in the UK only
in circumstances to which section 21(1) of the FSMA does not apply.
Neither the Placing nor the Placing Shares have been approved and nor will they be approved,
disapproved or recommended by the US Securities and Exchange Commission, any state securities
commission or any other regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or
sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a
corporation, partnership or other entity created or organised in or under the laws of a Restricted
Territory.
This Announcement has been issued by, and is the sole responsibility of, the Company. No
representation or warranty, express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by either of the Banks or any of their respective Affiliates
or any person acting on its or their behalf as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or publicly available to any
party or its advisers, and any liability therefore is expressly disclaimed.
Each of the Banks is acting exclusively for the Company and no-one else in connection with the Placing
and is not, and will not be, responsible to anyone (including the Placees) other than the Company for
providing the protections afforded to its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
None of the Company, the Banks nor any of their respective Affiliates nor any person acting on its or
their behalf makes any representation or warranty, express or implied to any Placees regarding any
investment in the securities referred to in this Announcement under the laws applicable to such
Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to subscribe for Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be making such offer and subscribing
for Placing Shares on the Terms and Conditions contained in this Appendix, including being deemed
to be providing (and shall only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants and acknowledges that:
a) if it is in a member state of the EEA, it is a Qualified Investor and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
b) if it is in the United Kingdom, it is a Relevant Person and undertakes that it will subscribe for,
hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its
business;
c) if it is in South Africa, it is a South African Qualifying Investor and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
d) it is and, at the time the Placing Shares are subscribed for and such subscriptions are settled,
will be, (i) outside the United States and subscribing for the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S; or (ii) (a) a QIB that has
executed and delivered, or will execute and deliver, a US Investor Letter, and (b) subscribing
for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the
registration requirements under the Securities Act, acknowledging that the Placing Shares
have not been, and will not be, registered under the Securities Act or with any state or other
jurisdiction of the United States;
e) it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an
account with respect to which it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities, agreements and
acknowledgements, contained in these terms and conditions;
f) if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation and Article 5(1) of the UK Prospectus Regulation, that it understands the resale
and transfer restrictions set out in this Appendix and that any Placing Shares subscribed for
by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will
they be subscribed for with a view to their offer or resale to, persons in circumstances which
may give rise to an offer of securities to the public other than an offer or resale in a member
state of the EEA to Qualified Investors, in the United Kingdom to Relevant Persons or in South
African to South African Qualifying Investors, or in circumstances in which the prior consent
of the Banks has been given to each such proposed offer or resale; and
g) the Company and each of the Banks will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements.
No representation is made by any of the Banks to any Placees regarding an investment in the Placing
Shares.
Defined terms used in this Appendix 1 are set out in Appendix 2.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Banks will commence the Bookbuild to determine demand for
participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect
of any Placing Shares. The book will open with immediate effect. Members of the public are not
entitled to participate in the Placing. This Appendix gives details of the Terms and Conditions of, and
the mechanics of participation in, the Placing.
The Banks and the Company shall be entitled to effect the Placing by such alternative method to the
Bookbuild as they may, in their absolute discretion, determine.
Details of the Placing Agreement and of the Placing Shares
Morgan Stanley is acting as Global Co-ordinator, Financial Adviser and Joint Bookrunner in connection
with the Placing. Investec and Peel Hunt are acting as Joint Bookrunners in connection with the
Placing. The Banks have today entered into a placing agreement with the Company (the "Placing
Agreement") under which, subject to the terms and conditions set out therein, each of the Banks as
agent for and on behalf of the Company, has agreed to use its respective reasonable endeavours to
procure Placees for the Placing Shares at a price determined following completion of the Bookbuild
(the "Placing Price"). Subject to agreement with the Company as to the number of Placing Shares to
be placed with the Placees and the Placing Price, to the extent that any such Placee:
a) fails to pay for any or all of the SA Placing Shares which have been allocated to it in the Placing
at the SA Placing Price, the SA Settlement Bank shall, on the terms and subject to the
conditions set out in this Agreement, itself to subscribe for such SA Placing Shares; or
b) fails to pay for any or all of the UK Placing Shares which have been allocated to it in the Placing
at the UK Placing Price, each of the Banks severally shall, on the terms and subject to the
conditions set out in this Agreement, itself subscribe for its relevant proportions as agreed of
such UK Placing Shares.
The Placing Price and the final number of Placing Shares will be decided at the close of the Bookbuild
following the execution of the Terms of Placing. The timing of the closing of the book, pricing and
allocations are at the discretion of the Company and the Banks. Details of the Placing Price and the
number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.
The total number of shares to be issued pursuant to the Placing shall not exceed 10% of the Company's
existing issued ordinary share capital.
The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will
rank, pari passu, in all respects with the existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the
date of issue. The Placing Shares will be issued free of any encumbrances, liens or other security
interests.
Application for admission to trading
It is expected that First Admission of the UK Placing Shares will become effective at 8:00 a.m. (London
time) on 5 August 2025 (or such later time and/or date, being not later than 8:00 a.m. (London time)
on 7 August 2025), as the Global Co-ordinator (on its own behalf and on behalf of the other Banks)
may agree with the Company).
Second Admission is subject to receipt of SARB Approval and a long stop date of 31 August 2025.
Further announcements will be made by the Company at the appropriate time, as and when required.
Participation in, and principal terms of, the Placing
1. Morgan Stanley is acting as Global Co-ordinator, Financial Adviser and Joint Bookrunner in
connection with the Placing. Investec and Peel Hunt are acting as Joint Bookrunners in
connection with the Placing. The Banks are acting as agents of the Company, in each case
severally, and not jointly nor jointly and severally. Participation in the Placing will only be
available to persons who may lawfully be, and are, invited to participate by any of the Banks.
Each of the Banks and their respective Affiliates and any person acting on their behalf, are
entitled to enter bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the UK Placing Price payable to the UK Settlement
Bank by all UK Placees whose bids are successful and the SA Placing Price payable to the SA
Settlement Bank by all SA Placees whose bids are successful. The Placing Price and the
aggregate proceeds to be raised through the Placing will be agreed between the Banks and
the Company following completion of the Bookbuild. Any discount to the market price of the
Ordinary Shares of the Company will be determined in accordance with the UK Listing Rules,
and the Irish Listing Rules. The Placing Price and the number of Placing Shares will be
announced on a Regulatory Information Service and the Stock Exchange News Service
following the completion of the Bookbuild.
3. To participate in the Bookbuild, Placees should communicate their bid by telephone or in
writing to their usual sales contact at one of the Banks. Each bid should state the number of
UK Placing Shares or SA Placing Shares which the prospective placee wishes to subscribe for
at the relevant Placing Price which is ultimately established by the Company and the Banks or
at prices up to a price limit specified in its bid. Bids may be scaled down by the Banks on the
basis referred to in paragraph 6 below. Each of the Banks reserves the right not to accept bids
or to accept bids in part rather than in whole. The acceptance of the bids shall be at the
relevant Bank's absolute discretion.
4. The Bookbuild is expected to close no later than 4:30 p.m. (London time) on 31 July 2025 but
may be closed earlier or later, at the discretion of Global Co-ordinator and the Company. The
Banks may, in agreement with the Company, accept bids that are received after the Bookbuild
has closed.
5. Each prospective placee's allocation will be agreed between the relevant Banks and the
Company and will be confirmed to prospective placees orally or in writing by the relevant
Bank, acting as agent of the Company, following the close of the Bookbuild, and an electronic
contract note/trade confirmation will be dispatched as soon as possible thereafter. Subject to
paragraph 8 below, the relevant Bank's oral or written confirmation to such prospective
placee will constitute an irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of such Bank and the Company, under which such
Placee agrees to subscribe for the number of Placing Shares allocated to it and to pay the
relevant Placing Price for each such Placing Share on the Terms and Conditions set out in this
Appendix and in accordance with the Company's articles of association and each Placee will
be deemed to have read and understood this Announcement (including the appendices) in its
entirety.
6. Subject to paragraphs 3 and 4 above, the Banks will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation of the Placing Shares and may
scale down any bids for this purpose on such basis as it may determine. The Banks may also,
notwithstanding paragraphs 3 and 4 above (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after that time. The acceptance
of offers shall be at the absolute discretion of the Banks, subject to agreement with the
Company. If within a reasonable time after a request for verification of identity, the Banks
have not received such satisfactory evidence, the Banks may, in their absolute discretion,
terminate the Placee's Placing participation in which case all funds delivered by the Placee to
the Banks will be returned without interest to the account of the drawee bank or CREST
account from which they were originally debited.
7. The Placing Shares are being offered and sold by the Company (a) outside the United States
in "offshore transactions" as defined in, and pursuant to, Regulation S under the Securities
Act; and (b) in the United States only to persons reasonably believed to be QIBs in transactions
pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. A potential placee and the prospective beneficial owner of
the Placing Shares is, and at the time the Placing Shares are subscribed for will be, either: (i)
outside the United States and subscribing for the Placing Shares in an "offshore transaction"
as defined in, and pursuant to, Regulation S under the Securities Act; or (ii) (a) a QIB that has
executed and delivered, or will execute and deliver, a US Investor Letter; and (b) subscribing
for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the
registration requirements under the Securities Act, acknowledging that the Placing Shares
have not been, and will not be, registered under the Securities Act or with any state or other
jurisdiction of the United States. With respect to (ii) above, it is subscribing for the Placing
Shares for its own account or for one or more accounts as to each of which it exercises sole
investment discretion and each of which is a QIB, for investment purposes only and not with
a view to any distribution or for resale in connection with the distribution thereof in whole or
in part, in the United States, and it has full power to make the representations, warranties,
indemnities, acknowledgements, agreements and undertakings in this Announcement on
behalf of each such account.
8. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix
and will be legally binding on the Placee on behalf of which it is made and except with the
relevant Bank's consent will not be capable of variation or revocation after the time at which
it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding
obligation to pay (or as it may direct) in cleared funds:
a. in the case of UK Placees, to the UK Settlement Bank an amount equal to the product
of the UK Placing Price and the number of UK Placing Shares that such UK Placee has
been allocated to it and has agreed to subscribe for; or
b. in the case of SA Placees, to the SA Settlement Bank an amount equal to the product
of the SA Placing Price and the number of SA Placing Shares that such SA Placee has
been allocated to it and has agreed to subscribe for,
and in each case, such Placee's obligations will be owed to the relevant Settlement Bank. The
Company shall, conditional on either First Admission or Second Admission (as applicable), allot
such UK Placing Shares or SA Placing Shares (as applicable) to each Placee following each
Placee's payment to the relevant Settlement Bank of such amount.
9. Except as required by law or regulation, no press release or other announcement will be made
by any Bank or the Company using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are
confirmed, settlement for all UK Placing Shares to be subscribed for pursuant to the Placing
will be required to be made at the same time as First Admission, and settlement for all SA
Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the
same time as Second Admission, on the basis explained below under "Registration and
Settlement".
11. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where
applicable) waiver of the conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below under "Termination of the
Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect
of the Placing will terminate only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral or otherwise) by a Bank.
13. To the fullest extent permissible by law, none of the Banks nor any of their respective Affiliates
nor any person acting on its or their behalf shall have any responsibility or liability to any
Placee (or to any other person whether acting on behalf of a Placee or otherwise) in
connection with the Placing, the Placing Shares, the Acquisition or otherwise. In particular,
none of the Banks nor any of their respective Affiliates nor any person acting on its or their
behalf shall have any responsibility or liability (including to the fullest extent permissible by
law, any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of such
alternative method of effecting the Placing as the Banks and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having
been terminated in accordance with its terms. The Banks' obligations under the Placing
Agreement are conditional on certain conditions, including (but not limited to):
1. the execution of the agreement duly entered into by the Company on the date of this
Announcement pursuant to which it has made the Acquisition (the "Acquisition
Agreement") by the parties thereto, the Acquisition Agreement not having been
terminated or rescinded, in each case prior to First Admission;
2. there having been no alteration, revision or amendment of any of the terms or conditions
of the Acquisition Agreement (or any document entered into pursuant to or in connection
with the Acquisition Agreement) or waiver, variation, compromise or release of any
obligation under the Acquisition Agreement nor the grant of any time for performance or
other indulgence to any party under the Acquisition Agreement, in each case prior to First
Admission;
3. there not having occurred or been disclosed any Material Adverse Event in relation to the
Company and its subsidiaries (the "Group") at any time prior to First Admission;
4. publication by the Company of this Announcement and the H1 Results Announcement by
no later than 8.00 a.m. on the date of the Placing Agreement (or such later time and date
as the Company and the Global Co-ordinator (on its own behalf and on behalf of the other
Banks) may agree);
5. the Terms of Placing having been executed and delivered by the Company and the Banks;
6. the release by the Company of the Pricing Announcement as soon as reasonably
practicable following the execution of the Terms of Placing
7. each of the warranties on the part of the Company in the Placing Agreement not being
untrue, inaccurate or misleading as of the date of the Placing Agreement and immediately
prior to First Admission;
8. the Company not being in breach of any of its obligations under the Placing Agreement,
which fall to be performed before First Admission, except for any breaches which the
Global Co-ordinator considers not to be material in the context of the Placing, the
underwriting of the Placing Shares or Admission;
9. the Company having allotted the UK Placing Shares to the UK Placees prior to First
Admission;
10.First Admission of the UK Placing Shares occurring at or before 8:00 a.m. (London time)
on 5 August 2025 (or such later time and/or date, being not later than 8:00 a.m. (London
time) 7 August 2025) as the Global Co-ordinator (on its own behalf and on behalf of the
other Banks) may agree with the Company in writing).
The Banks' obligations under the Placing Agreement insofar as they relate to the SA Placing Shares
and remain to be performed on or after First Admission will, in addition to the conditions set out
above, be conditional on certain further conditions, including (but not limited to):
1. no Material Adverse Effect having occurred prior to Second Admission;
2. the warranties being true, accurate and not misleading as at Second Admission, save in each
case as in the opinion of the Global Co-ordinator (acting in good faith) is not material in the
context of the Placing or Admission;
3. the Company having complied with all of the agreements and undertakings and satisfied or
performed all of the conditions and obligations on its part to be performed or satisfied under
this Agreement after the First Admission and on or before the Second Admission, save in each
case for any non compliance which in the opinion of the Global Co-ordinator (acting in good
faith) is not (singly or in aggregate) material in the context of the Placing or Admission;
4. the SA Placing Shares having been allotted prior to the Second Admission; and
5. Second Admission having occurred by 8.00 a.m. on the day on which the transactions effected
under the Placing Agreement in respect of the SA Placing Shares will be settled, which will be
no later than the Second Admission Long Stop Date (or such later time and date as the
Company and the Global Co-ordinator (on its own behalf and on behalf of the other Banks)
may agree).
If: (i) any of the conditions contained in the Placing Agreement, including those described above, is
not fulfilled or (where applicable) waived by the Global Co-ordinator (on its own behalf and on behalf
of the other Banks) by the relevant time or date specified (or such later time or date as the Company
and the Global Co-ordinator may agree (on behalf of the Banks); or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and
each Placee agrees that no claim can be made by it in respect thereof.
The Global Co-ordinator (on its own behalf and on behalf of the other Banks) may, at its discretion and
upon such terms as it thinks fit, extend the time for the satisfaction of any condition or waive
compliance by the Company with the whole or any part of any of the Company's obligations in relation
to the conditions in the Placing Agreement (other than those conditions described in points 4, 5, 8 and
certain other conditions, which may not be waived under the terms of the Placing Agreement). Any
such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of the Banks nor their respective Affiliates nor any person acting on its or their behalf shall have
any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any condition to the Placing nor for any decision it may make
as to the satisfaction of any condition or in respect of the Placing generally and by participating in the
Placing, each Placee agrees that any such decision is within the absolute discretion of the Banks.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder
terminate only in the circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or termination by the Placee.
Termination of the Placing Agreement
The Global Co-ordinator (on its own behalf and on behalf of the other Banks) is entitled, at any time
on or before First Admission, to terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if: (i) there has been a breach by the Company of any of
the warranties or any failure by the Company to perform any of its obligations contained in the Placing
Agreement which the Global Co-ordinator (acting in good faith) considers to be material in the context
of the Group taken as a whole, Placing and/or Admission; (ii) any statement contained in any
document or announcement issued or published in connection with the Placing or the Acquisition
being untrue, incorrect or misleading; (iii) there has been a Material Adverse Event in relation to the
Group; (iv) there is a cancellation or suspension by the FCA, the London Stock Exchange, the JSE or
Euronext Dublin of trading in the Company's securities; or (v) upon the occurrence of certain force
majeure events.
The Global Co-ordinator (on its own behalf and on behalf of the other Banks) is entitled, at any time
before Second Admission, to cease and terminate its obligations under the Placing Agreement insofar
as they relate to the SA Placing Shares and remain to be performed on or after First Admission (and
no party will have any claim against any other party under the Placing Agreement in relation to such
obligations) in certain circumstances, including, inter alia, if: (i) there has been a breach by the
Company of any of the warranties or any failure by the Company to perform any of its obligations
contained in the Placing Agreement which the Global Co-ordinator (acting in good faith) considers to
be material in the context of the Group taken as a whole, Placing and/or Admission; (ii) there has been
a Material Adverse Event in relation to the Group; (iii) there is a cancellation or suspension by the FCA,
the London Stock Exchange, the JSE or Euronext Dublin of trading in the Company's securities; or (iv)
upon the occurrence of certain force majeure events.
If circumstances arise that would allow the Banks to terminate the Placing Agreement, they may
nevertheless determine to allow either First Admission or Second Admission (as applicable) to
proceed. By participating in the Placing, each Placee agrees that its rights and obligations terminate
only in the circumstances described above and under "Conditions of the Placing" above and will not
be capable of rescission or termination by it after oral or written confirmation by the Banks following
the close of the Bookbuild.
By participating in the Placing, Placees agree that the exercise or non-exercise by the Global Co-
ordinator (on its own behalf and on behalf of the other Banks) of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion of the Global Co-
ordinator or for agreement between the Company and the Global Co-ordinator (as the case may be)
and that neither the Company nor the Global Co-ordinator need make any reference to, or
consultation with, Placees and that neither they nor any of their respective Affiliates nor any person
acting on its or their behalf shall have any liability to Placees whatsoever in connection with any such
exercise or failure to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) or submitted to the London
Stock Exchange, the JSE, the South African Companies and Intellectual Property Commission, the
Central Bank of Ireland or Euronext Dublin or in any other jurisdiction in relation to the Placing or
Admission and no such prospectus is required (in accordance with the EU Prospectus Regulation or
the UK Prospectus Regulation) to be published in the United Kingdom or any equivalent document in
any jurisdiction.
In South Africa, the all offers of the Placing Shares will be made to persons falling within the categories
of persons: (i) listed in section 96(1)(a) of the South African Companies Act; and/or (ii) qualifying
pursuant to section 96(1)(b) of the South African Companies Act, therefore no prospectus will be
registered with the Companies and Intellectual Property Commission as contemplated under the
South African Companies Act.
Placees' commitments will be made solely on the basis of publicly available information taken together
with the information contained in this Announcement, and any Exchange Information (as defined
below) previously published by or on behalf of the Company simultaneously with or prior to the date
of this Announcement and subject to the further terms set forth in the electronic contract note/trade
confirmation to be provided to individual prospective placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement
and the publicly available information released by or on behalf of the Company is exclusively the
responsibility of the Company and confirms to the Banks and the Company that it has neither received
nor relied on any other information, representation, warranty, or statement made by or on behalf of
the Company (other than publicly available information), the Banks or their respective Affiliates or any
person acting on its or their behalf. None of the Company, the Banks, any of their respective Affiliates
or any person acting on its or their behalf will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement which the Placees may
have obtained or received (regardless of whether or not such information, representation, warranty
or statement was given or made by or on behalf of any such persons). By participating in the Placing,
each Placee acknowledges and agrees that it has relied on its own investigation of the business,
financial or other position of the Company and the assets being acquired pursuant to the Acquisition
in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability
of any person for fraud or fraudulent misrepresentation by that person.
Restriction on further issue of securities
The Company has undertaken to the Banks that, between the date of the Placing Agreement and 120
calendar days after (but including) the date of Admission, it will not, without the prior written consent
of the Global Co-ordinator, directly or indirectly issue or allot Ordinary Shares, subject to customary
exceptions and waiver by the Global Co-ordinator.
By participating in the Placing, Placees agree that the exercise by the Global Co-ordinator of any power
to grant consent to waive the aforementioned undertaking by the Company shall be within the
absolute discretion of the Global Co-ordinator and that they need not make any reference to, or
consultation with, Placees and that they shall have no liability to Placees whatsoever in connection
with any such exercise of the power to grant consent.
Registration and settlement
United Kingdom
Settlement of transactions in the UK Placing Shares (ISIN: GB00BRJQ8J25) following First Admission
will take place within the relevant system administered by Euroclear ("CREST"), using the delivery
versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the UK
Settlement Bank and the Company reserve the right to require settlement for, and delivery of, the UK
Placing Shares to UK Placees by such other means that they deem necessary if delivery or settlement
is not possible or practicable in CREST within the timetable set out in this Announcement or would not
be consistent with the regulatory requirements in the UK Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each UK Placee allocated UK Placing Shares in the
Placing will be sent an electronic contract note/trade confirmation in accordance with the standing
arrangements in place with the UK Settlement Bank stating the number of Placing Shares to be
allocated to it at the relevant UK Placing Price, the aggregate amount owed by such UK Placee to the
UK Settlement Bank and settlement instructions. It is expected that such electronic contract
note/trade confirmation will be dispatched on or around 1 August 2025 and that this will also be the
trade date.
Each UK Placee agrees that it will do all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or certificated settlement instructions that it
has in place with the UK Settlement Bank. In the event of any difficulties or delays in the admission of
the UK Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the UK
Settlement Bank may agree that the UK Placing Shares will be issued in certificated form.
The Company will deliver the UK Placing Shares to the UK Settlement Bank (CREST Participant ID:
50703, Member Account ID: FIRM) as agent for the Company. The UK Placing Shares will be credited
to the UK Settlement Bank's CREST account by way of a registrars adjustment and therefore
Hammerson will not be required to enter any form of receipt instruction into CREST. The input to
CREST by a UK Placee of a matching or acceptance instruction will then allow delivery of the relevant
Placing Shares to that UK Placee on a delivery against payment basis.
South Africa
Settlement of transactions in the SA Placing Shares (ISIN: GB00BK7YQK64) following Second Admission
will take place within the relevant system administered by Strate Proprietary Limited ("Strate"), using
the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions,
the SA Settlement Bank and the Company reserve the right to require settlement for, and delivery of,
the SA Placing Shares to SA Placees by such other means that they deem necessary if delivery or
settlement is not possible or practicable in Strate within the timetable set out in this Announcement
or would not be consistent with the regulatory requirements in the SA Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each SA Placee allocated SA Placing Shares in the
Placing will be sent an electronic contract note/trade confirmation in accordance with the standing
arrangements in place with the SA Settlement Bank stating the number of Placing Shares to be
allocated to it at the relevant Placing Price, the aggregate amount owed by such Placee to the SA
Settlement Bank and settlement instructions. It is expected that such electronic contract note/trade
confirmation will be dispatched on or on or around 1 August 2025 for the SA Placing Shares, but no
later than the Second Admission Date Long Stop Date.
Each SA Placee agrees that it will do all things necessary to ensure that delivery and payment is
completed in accordance with the standing Strate or certificated settlement instructions that it has in
place with the SA Settlement Bank. In the event of any difficulties or delays in the admission of the SA
Placing Shares to Strate or the use of Strate in relation to the Placing, the Company and the SA
Settlement Bank may agree that the SA Placing Shares will be issued in certificated form.
The Company will deliver the SA Placing Shares to the Strate stock account of the Strate Nominee
(registration number 1989/002235/07) , as agent for the Company. The Placing Shares will be credited
to the SA Settlement Bank and by way of a registrars adjustment and therefore the Company will not
be required to enter any form of receipt instruction into Strate. The input to Strate by a SA Placee of
a matching or acceptance instruction will then allow delivery of the relevant SA Placing Shares to that
SA Placee on a delivery against payment basis.
General
It is expected that settlement of the UK Placing Shares will be on 5 August on a T+3 basis in accordance
with the instructions given to the Banks.
Each Placee agrees that, if it does not comply with these obligations, the Banks may sell any or all of
the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for
the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and shall be required to bear any Transfer Taxes imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the Banks all such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the
Banks lawfully take in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that
the electronic contract note/trade confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of
its nominee or in the name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject to as provided below, be so registered
free from any liability to UK stamp duty or UK stamp duty reserve tax, Irish stamp duty or any South
African or Transfer Taxes. If there are any circumstances in which any other Transfer Taxes are payable
in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of
doubt if any Transfer Taxes are payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares), the Placees shall bear all such Transfer Taxes amounts and neither the
Banks nor the Company shall be responsible for the payment of such amounts.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any such
prospective placee) with the Banks (in their capacities as Joint Bookrunners, as agents of the Company
in respect of the Placing and to the extent to which they are underwriters of the Placing Shares) and
the Company, in each case as a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement, in its entirety and that its participation in the
Bookbuild and the Placing and its subscription for and purchase of Placing Shares is subject to
and based upon all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement and that it has not relied
on, and will not rely on, any information given or any representations, warranties or
statements made at any time by any person in connection with Admission, the Bookbuild, the
Placing, the Company, the Acquisition, the Placing Shares or otherwise;
2. no offering document, prospectus, offering memorandum or admission document has been
or will be prepared in connection with the Placing or is required under the EU Prospectus
Regulation or the UK Prospectus Regulation and it has not received and will not receive an
offering document, prospectus, offering memorandum or admission document in connection
with the Bookbuild, the Placing, the Company, Admission, the Placing Shares or otherwise;
3. in South Africa, the all offers of the Placing Shares will be made to persons falling within the
categories of persons: (i) listed in section 96(1)(a) of the South African Companies Act; and/or
(ii) qualifying pursuant to section 96(1)(b) of the South African Companies Act, therefore no
prospectus will be registered with the Companies and Intellectual Property Commission as
contemplated under the South African Companies Act;
4. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the
Placing based on this Announcement and any information publicly announced to a Regulatory
Information Service or via the Stock Exchange News Service by or on behalf of the Company
on or prior to the date of this Announcement; (ii) the Ordinary Shares are admitted to (x) the
Equity Shares (Commercial Companies) category of the Official List of the FCA and are
admitted to trading on the main market of the London Stock Exchange, (y) the Main Board of
the JSE, and (z) the Irish Official List and to trading on the Euronext Dublin Market, and that
the Company is therefore required to publish certain business and financial information in
accordance with UK MAR, the South African Financial Markets Act, EU MAR, the Transparency
(Directive 2004/109/EC) Regulations 2007 (as amended) of Ireland and the rules and practices
of the London Stock Exchange, the FCA, the JSE and Euronext Dublin (collectively and together
with the information referred to in (i) above, the "Exchange Information"), which includes a
description of the nature of the Company's business and the Company's most recent balance
sheet and profit and loss account, and similar statements for preceding financial years and
that it has reviewed such Exchange Information and that it is able to obtain or access such
Exchange Information without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other publicly traded company,
without undue difficulty; and (iii) it has had access to such Exchange Information concerning
the Company, the Placing and the Placing Shares as it has deemed necessary in connection
with its own investment decision to acquire any of the Placing Shares and has relied on that
investigation for the purposes of its decision to participate in the Placing;
5. none of the Banks, nor the Company nor any of their respective Affiliates nor any person
acting on its or their behalf has provided, and none of them will provide, it with any material
or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any
other person other than this Announcement, such information being all that it deems
necessary to make any investment decision in respect of the Placing Shares, nor has it
requested any Bank, the Company, or any of their respective Affiliates or any person acting
on its or their behalf to provide it with any such material or information;
6. unless otherwise specifically agreed with the Banks, that they are not, and at the time the
Placing Shares are subscribed for and such subscription is settled, neither it nor the beneficial
owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction
in which it would be unlawful to make or accept an offer to subscribe for the Placing Shares;
and further acknowledges that the Placing Shares have not been and will not be registered or
otherwise qualified, for offer and sale nor will an offering document, prospectus, offering
memorandum or admission document be cleared or approved in respect of any of the Placing
Shares under the securities legislation of the United States, Australia, Canada or Japan or any
other Restricted Territory and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in
any country or jurisdiction where any such action for that purpose is required;
7. the content of this Announcement is exclusively the responsibility of the Company and that
none of the Banks nor any of their respective Affiliates nor any person acting on its or their
behalf has or shall have any responsibility or liability for any information, representation or
statement contained in this Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without limitation, any Exchange
Information, and will not be liable for any Placee's decision to participate in the Placing based
on any information, representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or otherwise;
8. the only information on which it is entitled to rely and on which such Placee has relied in
committing itself to subscribe for the Placing Shares is contained in this Announcement and
any Exchange Information, that it received and reviewed all information that it believes is
necessary or appropriate to make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information given or investigations,
representations, warranties or statements made by the Banks or the Company and none of
the Banks, the Company nor any of their respective Affiliates nor any person acting on its or
their behalf will be liable for any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied solely on its own investigation, examination
and due diligence of the business, financial or other position of the Company and the assets
being acquired pursuant to the Acquisition in deciding to participate in the Placing and that
none of the Banks nor any of their Affiliates nor any person acting on its or their behalf have
made any representations to it, express or implied, with respect to the Company, the
Acquisition, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness
or adequacy of the Exchange Information, and each of them expressly disclaims any liability
in respect thereof;
9. it has not relied on any information relating to the Company contained in any research reports
prepared by any of the Banks or their respective Affiliates or any person acting on its or their
behalf and understands that (i) none of the Banks nor any of their respective Affiliates nor any
person acting on its or their behalf has or shall have any liability for public information or any
representation; (ii) none of the Banks nor any of their respective Affiliates nor any person
acting on its or their behalf has or shall have any liability for any additional information that
has otherwise been made available to such Placee, whether at the date of publication, the
date of this document or otherwise; and that (iii) none of the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such information, whether at
the date of publication, the date of this Announcement or otherwise;
10. the allocation, allotment, issue and delivery to it, or the person specified by it for registration
as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or
96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the
Placing Shares are not being subscribed for in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a clearance service;
11. no action has been or will be taken by the Company, the Banks or their respective Affiliates or
any person acting on its or their behalf that would, or is intended to, permit a public offer of
the Placing Shares in the United States or in any country or jurisdiction where any such action
for that purpose is required;
12. it and any person acting on its behalf is entitled to subscribe for and purchase the Placing
Shares under the laws of all relevant jurisdictions which apply to it and that it has fully
observed such laws and obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required thereunder and complied with
all necessary formalities and that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their respective Affiliates or any
person acting on its or their behalf acting in breach of the legal or regulatory requirements of
any jurisdiction in connection with the Placing;
13. it (and any person acting on its behalf) has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its participation in the Placing
and to perform its obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) and will honour such obligations;
14. it has complied with its obligations under the Criminal Justice Act 1993, UK MAR and in
connection with money laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism
Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA, the South
African Prevention of Organised Crime Act 121 of 1998, the South African Prevention and
Combatting of Corrupt Activities Act 12 of 2004, the Criminal Justice (Money Laundering and
Terrorist Financing) Acts 2010 to 2018 (as amended) (of Ireland) and EU MAR and any related
or similar rules, regulations or guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Regulations. If within a reasonable time
after a request for verification of identity, the Banks have not received such satisfactory
evidence, the relevant Bank may, in its absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to the Banks will be returned
without interest to the account of the drawee bank or CREST or Strate account from which
they were originally debited;
15. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it
is duly authorised to do so and has full power to make, and does make, the acknowledgments,
representations and agreements herein on behalf of each such person; and (ii) it is and will
remain liable to the Banks and the Company for the performance of all its obligations as a
Placee in respect of the Placing (regardless of the fact that it is acting for another person);
16. if it is in a member state of the EEA, it is a Qualified Investor and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
17. if it is in the United Kingdom, it is a Relevant Person and undertakes that it will subscribe for,
hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its
business only;
18. if it is in South Africa, it is a South African Qualifying Investor and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
19. it understands that any investment or investment activity to which this Announcement relates
is available only to, in the United Kingdom, Relevant Persons, and in any member state of the
EEA, Qualified Investors, and in South Africa, South African Qualifying Investors, and will be
engaged in only with such persons, and further understands that this Announcement must
not be acted on or relied on by persons who are not, in the United Kingdom, Relevant Persons
and, in any member state of the EEA, Qualified Investors and, in South Africa, South African
Qualifying Investors;
20. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part
of it, or any other presentational or other materials concerning the Placing in or into the
United States (including electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any person;
21. where it is subscribing for the Placing Shares for one or more managed accounts, it represents,
warrants and undertakes that it is authorised in writing by each managed account to subscribe
for the Placing Shares for each managed account and it has full power to make the
acknowledgements, representations and agreements herein on behalf of each such account;
22. if it is a pension fund or investment company, it represents, warrants and undertakes that its
subscription for Placing Shares is in full compliance with applicable laws and regulations;
23. if it is acting as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation and Article 5(1) of the UK Prospectus Regulation, that the Placing Shares
subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on
behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors or persons in the United Kingdom
other than Relevant Persons or persons in South Africa other than South African Qualifying
Investors, or in circumstances in which the prior consent of the Banks has been given to the
proposed offer or resale;
24. any offer of Placing Shares may only be directed at persons in member states of the EEA who
are Qualified Investors and represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to
Qualified Investors or otherwise in circumstances which have not resulted in and which will
not result in an offer to the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
25. any offer of Placing Shares may only be directed at persons in the United Kingdom who are
Relevant Persons and represents, warrants and undertakes that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the United Kingdom prior to the expiry
of a period of six months from Admission except to Relevant Persons or otherwise in
circumstances which have not resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of the UK Prospectus Regulation and section 85(1) of
FSMA;
26. any offer of Placing Shares may only be directed at persons in South Africa who are South
African Qualifying Investors and represents, warrants and undertakes that it has not offered
or sold and will not offer or sell any Placing Shares to persons in South Africa prior to
Admission except to South African Qualifying Investors or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public;
27. it has only communicated or caused to be communicated and will only communicate or cause
to be communicated any invitation or inducement to engage in investment activity (within the
meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the communication by an authorised
person and agrees that this Announcement has not been approved by any of the Banks in their
respective capacity as an authorised person under section 21 of FSMA and it may not
therefore be subject to the controls which would apply if it was made or approved as financial
promotion by an authorised person;
28. it has complied and will comply with all applicable laws (including without limitation, all
relevant provisions of the FSMA in the UK and the equivalent provisions under securities laws
applicable in any other applicable jurisdiction, including Chapter X of the South African
Financial Markets Act) with respect to anything done by it in relation to the Placing Shares;
29. if it has received any "inside information" (as defined under the Market Abuse Regulation or
the South African Financial Markets Act) about the Company in advance of the Placing, it has
not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to
deal in the securities of the Company; or (iii) disclosed such information to any person except
as permitted by the Market Abuse Regulation or the South African Financial Markets Act, as
applicable, prior to the information being made publicly available;
30. (i) it (and any person acting on its behalf) has the funds available to pay for, and has capacity
and authority and is otherwise entitled to purchase, the Placing Shares under the laws of all
relevant jurisdictions which apply to it; (ii) it has paid any Transfer Taxes due in connection
with its participation in any territory; (iii) it has not taken any action which will or may result
in the Company, the Banks or any of their respective Affiliates or any person acting on its or
their behalf being in breach of the legal and/or regulatory requirements and/or any anti-
money laundering requirements of any territory in connection with the Placing; and (iv) that
the subscription for and purchase of the Placing Shares by it or any person acting on its behalf
will be in compliance with applicable laws and regulations in the jurisdiction of its residence,
the residence of the Company, or otherwise;
31. it (and any person acting on its behalf) will make payment for the Placing Shares allocated to
it in accordance with the Terms and Conditions of this Announcement on the due time and
date set out herein against delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the Banks may in their absolute
discretion determine and without liability to such Placee. It will, however, remain liable for
any shortfall below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any Transfer Taxes due pursuant to the terms set out or
referred to in this Announcement which may arise upon the sale of such Placee's Placing
Shares on its behalf;
32. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to
which it will be entitled, and required, to subscribe for, and that the Banks or the Company
may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
33. none of the Banks nor any of their respective Affiliates nor any person acting on its or their
behalf is making any recommendations to it, or advising it regarding the suitability or merits
of any transactions it may enter into in connection with the Placing and that participation in
the Placing is on the basis that it is not and will not be a client of the Banks and that the Banks
do not have any duties or responsibilities to it for providing the protections afforded to their
respective clients or customers or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of the Banks' rights and obligations
thereunder including any rights to waive or vary any conditions or exercise any termination
right;
34. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither the Company, the Banks nor any of their
respective Affiliates nor any person acting on its or their behalf will be responsible for any
liability to Transfer Taxes resulting from a failure to observe this requirement ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify each
of the Company, the Banks and any of their respective Affiliates and any person acting on its
or their behalf on an after-tax basis in respect of any Indemnified Taxes;
35. subject to First Admission, the UK Placing Shares will be allotted to the CREST stock account
of the UK Settlement Bank who will hold them as nominee on behalf of such UK Placee until
settlement in accordance with its standing settlement instructions with payment for the UK
Placing Shares being made simultaneously upon receipt of the UK Placing Shares in the UK
Placee's stock account on a delivery versus payment basis;
36. subject to Second Admission, the SA Placing Shares will be allocated to the Strate stock
account of the Strate Nominee who will hold them as nominee on behalf of such SA Placee
until settlement in accordance with its standing settlement instructions with payment for the
SA Placing Shares being made simultaneously upon receipt of the SA Placing Shares in the SA
Placee's stock account on a delivery versus payment basis;
37. these Terms and Conditions and any agreements entered into by it pursuant to Terms and
Conditions, and any non-contractual obligations arising out of or in connection with such
agreements, shall be governed by and construed in accordance with the laws of England and
Wales and it subjects (on behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement proceedings in respect of
the obligation to make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Banks or the Company in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a recognised stock
exchange;
38. each of the Banks, the Company, their respective Affiliates and any person acting on its or
their behalf will rely upon the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements contained in this Announcement and
which are given to each of the Banks on their own behalf and on behalf of the Company and
are irrevocable and it irrevocably authorises each of the Banks and the Company to produce
this Announcement, pursuant to, in connection with, or as may be required by any applicable
law or regulation, administrative or legal proceeding or official inquiry with respect to the
matters contained in this Announcement;
39. it will indemnify on an after-tax basis and hold each of the Banks, the Company and their
respective Affiliates and any person acting on its or their behalf harmless from any and all
costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly
or indirectly, or in connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further agrees that
the provisions of this Appendix 1 shall survive after completion of the Placing;
40. it irrevocably appoints any director or authorised signatories of the Banks as its agent for the
purposes of executing and delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of any of the Placing Shares
agreed to be taken up by it under the Placing;
41. it irrevocably appoints any director or authorised signatories of the Banks as its agent for the
purposes of executing and delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of any of the Placing Shares
agreed to be taken up by it under the Placing;
42. in making any decision to subscribe for the Placing Shares (i) it has sufficient knowledge,
sophistication and experience in financial, business and international investment matters as
is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares;
(ii) it is experienced in investing in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of participating in, and is able
to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own
examination, due diligence and analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Group and the assets being acquired in the Acquisition
operate, and the terms of the Placing, including the merits and risks involved and not upon
any view expressed or information provided by or on behalf of the Banks; (iv) it has had
sufficient time and access to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax,
business, currency and other economic and financial considerations relevant to such
investment and has so conducted its own investigation to the extent it deems necessary to
enable it to make an informed and intelligent decision with respect to making an investment
in the Placing Shares; (v) it is aware and understands that an investment in the Placing Shares
involves a considerable degree of risk; and (vi) it will not look to the Banks or any of their
respective Affiliates or any person acting on its or their behalf for all or part of any such loss
or losses it or they may suffer;
43. neither the Company, the Banks, their respective Affiliates nor any person acting on its or their
behalf owe any fiduciary or other duties to it or any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement;
44. it may not rely on any investigation that any of the Banks or their respective Affiliates or any
person acting on its or their behalf may or may not have conducted with respect to the
Company and its Affiliates, the assets being acquired in the Acquisition or the Placing and each
of the Banks has not made any representation or warranty to it, express or implied, with
respect to the merits of the Placing, the subscription for or purchase of the Placing Shares, or
as to the condition, financial or otherwise, of the Company and its Affiliates and the assets
being acquired in the Acquisition, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation to it to subscribe for
the Placing Shares. It acknowledges and agrees that no information has been prepared by, or
is the responsibility of, any of the Banks or their respective Affiliates or any person acting on
its or their behalf for the purposes of this Placing;
45. it will not hold any of the Banks and/or any of their respective Affiliates or any person acting
on its or their behalf responsible or liable for any misstatements in or omission from any
publicly available information relating to the Group or information made available (whether
in written, oral or in a visual or electronic form, and howsoever transmitted or made available)
relating to the Group or the assets being acquired in the Acquisition and that no such person
makes any representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information or accepts any responsibility for any of such information;
46. in connection with the Placing, each of the Banks and any of their respective Affiliates and any
person acting on its or their behalf may take up a portion of the Placing Shares as a principal
position and in that capacity may retain, purchase or sell for its own account such shares in
the Company and any other securities of the Company or related investments and may offer
or sell such shares, securities or other investments otherwise than in connection with the
Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered
or placed should be read as including any issue, offering or placement of such shares in the
Company to the Banks or any of their respective Affiliates or any person acting on its or their
behalf, in each case, acting in such capacity. In addition any of the Banks and any of their
respective Affiliates and any person acting on its or their behalf may enter into financing
arrangements (including swaps, warrants or contracts for difference) with investors in
connection with which such person(s) may from time to time subscribe for, hold or dispose of
such securities of the Company, including the Placing Shares. None of the Banks nor any of
their respective Affiliates nor any person acting on its or their behalf intends to disclose the
extent of any such investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
47. each of the Banks and their respective Affiliates may have engaged in transactions with, and
provided various commercial banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company and/or its Affiliates for
which they would have received customary fees and commissions. Each of the Banks and their
respective Affiliates may provide such services to the Company and/or its Affiliates in the
future;
48. a communication that the transaction or the book is "covered" (i.e. indicated demand from
investors in the book equals or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that the transaction and
securities will be fully distributed by the Bank(s). Each of the Banks reserves the right to take
up a portion of the securities in the Placing as a principal position at any stage at its sole
discretion and will, inter alia, take account of the Company's objectives, UK MiFIR, EU MiFIR
and MiFID II requirements and/or its allocation policies;
49. if it is in Australia, it is a "sophisticated investor" or a "professional investor" within the
meaning of sections 708(8) and (11) of the Corporations Act and it understands and
acknowledges that, for a period of 12 months from the date of this Announcement, no
transfer of any interest in the Placing Shares may be made to any person in Australia except
to "sophisticated investors" or "professional investors" or otherwise in accordance with
section 707(3) of the Corporations Act;
50. if it is in Canada:
a. it understands that the offering of the Placing Shares is being made on a private
placement basis only in the provinces of British Columbia, Alberta, Ontario and
Quebec (the "Canadian Private Placement Provinces") on a basis exempt from the
requirement that the Company prepare and file a prospectus with the relevant
securities regulatory authorities in Canada and as such, any resale of the Sale Shares
must be made in accordance with an exemption from, or in a transaction not subject
to, the prospectus requirements of applicable securities laws;
b. it is located and resident in one of the Canadian Private Placement Provinces;
c. it purchasing the Placing Shares as principal, or is deemed to be purchasing as
principal in accordance with applicable Canadian securities laws, for investment only
and not with a view to resale or redistribution;
d. it is not an individual;
e. it is an "accredited investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in
section 73.3(1) of the Securities Act (Ontario), as applicable;
f. it is a "permitted client" as such term is defined in section 1.1 of National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;
g. it has not received any offering memorandum (as such term is defined under Canadian
securities law) from any party in respect of this offering or the Placing Shares;
h. it understand that any resale of the Placing Shares acquired by it in this offering must
be made in accordance with applicable Canadian securities laws, which may vary
depending on the relevant jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory exemption from the
prospectus requirements, in a transaction exempt from or not subject to the
prospectus requirements or otherwise under a discretionary exemption from the
prospectus requirements granted by the applicable local Canadian securities
regulatory authority and that these resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of Canada;
51. it acknowledges that the Placing Shares have not been registered or otherwise qualified, and
will not be registered or otherwise qualified, for offer and sale nor will a prospectus be
prepared in respect of any of the Placing Shares under the securities laws of the United States,
or any state or other jurisdiction of the United States, nor approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. The
Placing Shares have not been registered or otherwise qualified for offer and sale nor will a
prospectus be cleared or approved in respect of the Placing Shares under the securities laws
of Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly, within the United
States, Australia, Canada, or Japan or in any country or jurisdiction where any action for that
purpose is required;
52. it understands and acknowledges that the Placing Shares are being offered and sold by the
Company (a) outside the United States in offshore transactions as defined in, and pursuant to,
Regulation S; and (b) in the United States only to persons reasonably believed to be QIBs in
transactions pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. It and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for will be, either: (i) outside the
United States and subscribing for the Placing Shares in an "offshore transaction" as defined
in, and pursuant to, Regulation S; or (ii) (a) a QIB that has executed and delivered, or will
execute or deliver, and agrees to be bound to the terms of, the US Investor Letter, and (b)
subscribing for the Placing Shares pursuant to an exemption from, or in a transaction not
subject to, the registration requirements under the Securities Act, acknowledging that the
Placing Shares have not been, and will not be, registered under the Securities Act or with any
state or other jurisdiction of the United States. With respect to (ii) above, a potential placee
is subscribing for the Placing Shares for its own account or for one or more accounts as to each
of which it exercises sole investment discretion and each of which is a QIB, for investment
purposes only and not with a view to any distribution or for resale in connection with the
distribution thereof in whole or in part, in the United States, and it has full power to make the
representations, warranties, indemnities, acknowledgements, agreements and undertakings
herein on behalf of each such account;
53. the Placing Shares offered and sold in the United States are "restricted securities" within the
meaning of Rule 144(a) (3) under the Securities Act and for so long as the Placing Shares are
"restricted securities", it will not deposit such shares in any unrestricted depositary facility
established or maintained by any depositary bank and it agrees to notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of
the foregoing restrictions on transfer;
54. it will not directly or indirectly offer, reoffer, resell, transfer, assign, pledge or otherwise
dispose of any Placing Shares except: (a) outside the United States in "offshore transactions"
defined in, and in accordance with, Regulation S; (b) in the United States to a person that it
and any person acting on its behalf reasonably believes is a QIB who is purchasing for its own
account or for the account of another person who is a QIB pursuant to Rule 144A under the
Securities Act (it being understood that all offers or solicitations in connection with such a
transfer are limited to QIBs and do not involve any means of general solicitation or general
advertising); (c) pursuant to Rule 144 under the Securities Act (if available); (d) to the
Company; or (e) pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, and, if the Company shall so require, subject
to delivery to the Company of an opinion of counsel (and such other evidence as the Company
may reasonably require) that such transfer or sale is in compliance with the Securities Act, in
each case in accordance with any applicable securities laws of any state or other jurisdiction
of the United States; and that that it will notify any transferee to whom it subsequently
reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions
on transfer;
55. the Company may be a passive foreign investment company ("PFIC") for US federal income
tax purposes, and it could be a PFIC in future years. If the Company is a PFIC, then US taxable
investors may be subject to adverse US tax consequences in respect of their investment in the
Company's shares; and
56. no representation has been made as to the availability of the exemption provided by Rule 144
or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of
the Placing Shares.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and
confirmations are given for the benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective Affiliates and any person acting on its or
their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that neither the Company nor the Banks owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement
or these Terms and Conditions.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve
tax relates only to their allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. None of the Company nor their
respective Affiliates nor any person acting on its or their behalf will be responsible for any UK or Irish
stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto)
or any other Transfer Taxes arising in relation to the Placing Shares in any other circumstances, and in
no circumstances shall the Banks or their respective Affiliates or any person acting on its or their behalf
be responsible for any Transfer Taxes in relation to the Placing Shares.
Such agreement is subject to the representations, warranties and further terms above and also
assumes, and is based on a warranty and representation from each Placee, that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. Neither the Banks, the Company nor their
respective Affiliates nor any person acting on its or their behalf will be liable to bear any interest or
any Transfer Taxes that arise (i) if there are any such arrangements (or if any such arrangements arise
subsequent to the subscription by Placees for Placing Shares) or (ii) on a sale of Placing Shares, or (iii)
otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom,
or in respect of the person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to such Transfer Taxes
undertakes to pay such Transfer Taxes forthwith and agrees to indemnify on an after-tax basis and
hold the Banks and/or the Company (as the case may be) and their respective Affiliates and any person
acting on its or their behalf harmless from any such Transfer Taxes. Each Placee should, therefore,
take its own advice as to whether any such Transfer Tax liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made to the Company, any
of the Banks or their respective Affiliates pursuant to this Announcement where the payment (or any
part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so
as to ensure that after taking into account any tax chargeable (or which would be chargeable but for
the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against
which the indemnity is given on such amount (including on the increased amount)) there shall remain
a sum equal to the amount that would otherwise have been so payable.
Miscellaneous
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that any of the
Banks or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee
in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the Banks
are receiving a fee in connection with their role in respect of the Placing as detailed in the Placing
Agreement.
When a Placee or person acting on behalf of the Placee is dealing with any of the Banks, any money
held in an account with any of the Banks on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the meaning of the rules and regulations of
the FCA made under the FSMA or of the Central Bank of Ireland.
The Placee acknowledges that the money will not be subject to the protections conferred by the client
money rules; as a consequence, this money will not be segregated from the relevant Bank's money in
accordance with the client money rules and will be used by each of the Banks in the course of its own
business; and the Placee will rank only as a general creditor of the relevant Bank.
All times and dates in this Announcement may be subject to amendment by the Banks and the
Company (in their absolute discretion). The Banks shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an
independent financial adviser.
The rights and remedies of the Banks and the Company under these Terms and Conditions are in
addition to any rights and remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise of others.
Time is of the essence as regards each Placee's obligations under this Appendix.
Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be
sent to it at any address provided by it to the Banks.
Each Placee may be asked to disclose in writing or orally to the Banks:
1. if they are an individual, their nationality; or
2. if they are a discretionary fund manager, the jurisdiction in which the funds are managed or
owned.
Appendix 2 – Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
Acquisition means the proposed acquisition by the Group of the remaining legal
and beneficial interests in a series of property-holding entities in
connection with the Bullring shopping center and Grand Central
shopping center
Acquisition Agreement means the agreement entered into by certain wholly-owned
subsidiaries of the Company pursuant to which it has made the
Acquisition
Admission means First Admission and Second Admission
Affiliates means (a) in respect of the Banks, their respective subsidiaries,
branches, associated companies and holding companies and the
subsidiaries of such holding companies, branches, associated
companies and subsidiaries, and (b) in respect of the Company, as
defined in Rule 405 under the Securities Act
Announcement means this announcement and its appendices
Banks means Morgan Stanley, Investec and Peel Hunt
Bookbuild means the bookbuilding process to be commenced by the Banks to
use reasonable endeavours to procure placees for the Placing
Shares at the Placing Price, as described in this Announcement and
subject to the terms and conditions set out in this Announcement
and the Placing Agreement
Company means Hammerson PLC
CREST means the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which
Euroclear is the Operator (as defined in such Regulations) in
accordance with which securities may be held and transferred in
uncertificated form
EEA means the European Economic Area
EU MAR means the Market Abuse Regulation (EU) No.596/2014
Euroclear means Euroclear UK & International Limited, a company
incorporated under the laws of England and Wales
Euronext Dublin means The Irish Stock Exchange plc, trading as Euronext Dublin
Euronext Dublin Market means the main market for listed securities of Euronext Dublin
Exchange Information means certain business and financial information that the Company
is required to publish in accordance with UK MAR, the South African
Financial Markets Act, EU MAR, the Transparency (Directive
2004/109/EC) Regulations 2007 (as amended) of Ireland and the
rules and practices of the London Stock Exchange, the FCA, the JSE
and Euronext Dublin
EU MiFIR means the Market in Financial Instruments Regulation (EU)
600/2014, as amended and supplemented
EU Prospectus Regulation means the Prospectus Regulation (EU) 2017/1129
FCA means the UK Financial Conduct Authority, acting in its capacity as
competent authority for the purposes of Part VI of the FSMA and in
the exercise of its functions in respect of the admission to the
Official List otherwise than in accordance with Part VI of the FSMA,
including, where the context so permits, any committee, employee,
officer or servant to whom any function of the FCA may for the time
be delegated
First Admission means the admission of the UK Placing Shares to the equity shares
(commercial companies) category of the Official List and to trading
on the London Stock Exchange's main market for listed securities
becoming effective in accordance with the UK Listing Rules and the
admission of the UK Placing Shares to listing on the Irish Official List
and to trading on the Euronext Dublin Market becoming effective
in accordance with the Irish Listing Rules
FSMA means the Financial Services and Markets Act 2000, including any
supplements or amendments thereto and regulations made
pursuant thereto
Global Co-ordinator means Morgan Stanley
Group means the Company and each of its subsidiaries and subsidiary
undertakings including, where the context requires, any one or
more such companies
H1 Results Announcement means the announcement, in the agreed form, setting out the
Company's half year financial results for the six months ending 30
June 2025
Investec Investec Bank Limited
Irish Listing Rules means Book I: Harmonised Rules of the Euronext Rule Book and
Book II: Listing Rules of Euronext Dublin, taken together
Irish Official List means the Official List maintained by Euronext Dublin
Joint Bookrunners means Morgan Stanley, Investec and Peel Hunt
JSE means as the context requires, either the (a) JSE Limited
(registration number 2005/022939/06), a limited liability public
company incorporated in accordance with the laws of South Africa
and licensed as an exchange under the South African Financial
Markets Act, or (b) the securities exchange operated by the
aforementioned company
London Stock Exchange means London Stock Exchange plc
Market Abuse Regulation means EU MAR or UK MAR (as applicable)
Material Adverse Effect means any material adverse change in, or an event reasonably likely
to result in a material adverse change, in or affecting, the condition
(financial, operational, legal or otherwise) or in the earnings,
management, business affairs, business prospects or financial
prospects of the Group taken as a whole or, following completion
of the Acquisition, the enlarged Group, in each case, whether or not
arising in the ordinary course of business
MiFID II means EU Directive 2014/65/EU on markets in financial
instruments
Morgan Stanley Morgan Stanley & Co. International PLC
OCRs means Occupancy Cost Ratios
Official List means the official list maintained by the FCA
Ordinary Shares means ordinary shares of nominal value of 5 pence each in the
capital of the Company
Peel Hunt means Peel Hunt LLP
Placees means UK Placees and/or SA Placees, as applicable
Placing has the meaning given in the first paragraph of this Announcement
Placing Agreement has the meaning given to it in Appendix 1 to this Announcement
Placing Price means the UK Placing Price and/or the SA Placing Price, as
applicable
Placing Shares means the UK Placing Shares and/or the SA Placing Shares, as
applicable
Pricing Announcement means the announcement published by the Company confirming
the results of the Placing on a Regulatory Information Service
immediately following the execution of the Terms of Placing
QIB means "qualified institutional buyers" as defined in Rule 144A of
the Securities Act
Qualified Investor means a qualified investor within the meaning of article 2(e) of the
EU Prospectus Regulation
Regulation S means Regulation S promulgated under the Securities Act
Regulations means the Criminal Justice Act 1993, UK MAR and in connection with
money laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act
2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 and
the Money Laundering Sourcebook of the FCA, the South African
Prevention of Organised Crime Act 121 of 1998, the South African
Prevention and Combatting of Corrupt Activities Act 12 of 2004, the
Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to
2018 (as amended) (of Ireland) and EU MAR and any related or similar
rules, regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof
Regulatory nformation means an information service that is approved by the FCA and on
Service the FCA's list of Registered Information Services
Relevant Person has the meaning given to it in Appendix 1 to this Announcement
Restricted Territory the United States (including its territories and possessions, any
state of the United States and the District of Columbia), Australia,
Canada or Japan
SA Companies Act means the SA Companies Act, 2008, as amended
SA Placees means a person procured by a Bank to subscribe for SA Placing
Shares
SA Placing Price means the price per SA Placing Share, if any, as may be agreed
between the Banks and the Company, and as may be specified in
the executed Terms of Placing
SA Placing Shares means those Placing Shares, if any, to be placed with Placees who
are South African Qualifying Investors, as may be, if agreed
between the Banks and the Company, specified in the executed
Terms of Placing
SA Settlement Bank means Investec
SARB Approval means the approval from the Financial Surveillance Department of
the South African Reserve Bank of the SARB Inward Listing
Application
SARB Inward Listing means the application submitted by Investec to the Financial
Application Surveillance Department of the South African Reserve Bank to
inward list the Placing Shares on the JSE
Second Admission means: (i) with respect of the SA Placing Shares, the admission of
the SA Placing Shares to the equity shares (commercial companies)
category of the Official List and to trading on the London Stock
Exchange's main market for listed securities becoming effective in
accordance with the UK Listing Rules, the admission of the SA
Placing Shares to listing on the Irish Official List and to trading on
the Euronext Dublin Market becoming effective in accordance with
the Irish Listing Rules, and the admission of the SA Placing Shares to
listing and trading as a secondary inward listing on the Main Board
of the JSE becoming effective in accordance with the JSE Listings
Requirements; and (ii) with respect of the UK Placing Shares, the
admission of the UK Placing Shares to listing and trading as a
secondary inward listing on the Main Board of the JSE becoming
effective in accordance with the JSE Listings Requirements
Second Admission Long Stop means the date by which Second Admission must occur, which will
Date be no later than 31 August 2025 (or such later time and date as the
Company and the Banks may agree)
Securities Act means the US Securities Act of 1933, as amended
Settlement Bank means the UK Settlement Bank and/or the SA Settlement Bank, as
applicable
South African Financial means the South African Financial Markets Act, 2012, as amended
Markets Act
South African Qualifying means (a) selected persons falling within one of the specified
Investors categories listed in section 96(1)(a) of the SA Companies Act, and
(b) selected persons, acting as principal, acquiring SA Placing Shares
for a total acquisition cost ZAR1,000,000 or more, as contemplated
in section 96(1)(b) of the SA Companies Act
Strate means Strate Proprietary Limited (registration number
1998/022242/07), a private company incorporated under the laws
of South Africa, a central securities depository licensed in terms of
the South African Financial Markets Act and responsible for the
electronic clearing and settlement system provided to the JSE;
Stock Exchange News means the stock exchange news service of the JSE;
Service
Strate Nominee means STRATE Nominee - PLC Nominees Proprietary Limited
(registration number 1989/002235/07) incorporated and
registered in South Africa, a company indirectly wholly owned by
STRATE, acting as nominee for the holders of the dematerialised Plc
Shares or Limited Shares (as applicable) traded and settled on the
JSE
Subsidiary has the meaning given to it in the Companies Act 2006
Terms and Conditions means the terms and conditions of the Placing set out in Appendix
1 to this Announcement
Terms of Placing means the terms of placing to be executed by each of the Banks and
the Company at the time of pricing of the Placing
Transfer Taxes means any stamp duty or stamp duty reserve tax or any other
similar duties or taxes (including, without limitation, other stamp,
issue, securities, transfer, registration, capital, execution, or
documentary or other similar imposts, duties or taxes), together
with any interest, fines and penalties relating thereto
UK Listing Rules means the listing rules of the FCA published under section 73A(2)
of the FSMA and forming part of the FCA Handbook
UK MAR means Regulation (EU) No.596/2014, including the delegated acts,
implementing acts, technical standards and guidelines thereunder,
as it forms part of the law of the UK by virtue of the European Union
(Withdrawal) Act 2018
UK MiFIR means the assimilated Market in Financial Instruments Regulation
(EU) 600/2014 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended and supplemented
UK Placees means a person procured by a Bank to subscribe for UK Placing
Shares
UK Placing Price means the price per UK Placing Share, if any, as may be agreed
between the Banks and the Company, as may be specified in the
executed Terms of Placing
UK Placing Shares means all Placing Shares other than the SA Placing Shares, as may
be, as agreed between the Banks and the Company, as may be
specified in the executed Terms of Placing
UK Settlement Bank means Morgan Stanley
UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended
and supplemented
uncertificated means in respect of a share or other security, where that share or
other security is recorded on the relevant register of the share or
security concerned as being held in uncertificated form in CREST
and title to which may be transferred by means of CREST
US Investor Letter means the investor representation letter in the form provided by
the Banks to QIBs in the United States
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: 31-07-2025 08:01:00
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