HAMMERSON PLC - Pre-Listing Announcement in respect of the Secondary Inward Listing of Hammerson on the Main Board of the JSE

Release Date: 25/08/2016 08:00
Code(s): HMN
 
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Pre-Listing Announcement in respect of the Secondary Inward Listing of Hammerson on the Main Board of the JSE

HAMMERSON plc
(Incorporated in England and Wales)
(Company number 360632)
LSE share code: HMSO JSE share code: HMN
ISIN: GB0004065016
(“Hammerson” or “the Company”)

PRE-LISTING ANNOUNCEMENT IN RESPECT OF THE SECONDARY INWARD LISTING OF
HAMMERSON ON THE MAIN BOARD OF THE JSE LIMITED


1. INTRODUCTION

Hammerson is a Real Estate Investment Trust (REIT) based in the United Kingdom (“UK”) that
owns, manages and develops prime retail destinations in Western Europe. The Company’s
portfolio of high-quality retail and leisure assets is located in growing markets and attracts around
280 million visitors per year and as at 30 June 2016 the Group’s properties were valued at £9.0
billion. The portfolio comprises 40 vibrant shopping centres and retail parks across the UK, France
and Ireland as well as 15 premium outlets located in 12 European countries. The property portfolio
is well-let (30 June 2016 occupancy of 97.2%) to a diverse mix of leading retailers with almost
4,500 tenants and has a stable income profile with a weighted average lease length to expiry of 8
years. With a depth of real estate and retail experience across its management team, Hammerson
actively manages its properties to drive rental growth leading to a consistent track-record of
earnings and dividend growth.

Hammerson has its primary listing on the Main Market of the London Stock Exchange plc (“LSE”)
and is included on the UK FTSE 100 Index. As at the date of this announcement, the current
market capitalisation of the Company is approximately £4.7 billion (R88 billion).

The LSE is an “accredited exchange” as defined in paragraph 18.42 of the Listings Requirements
of the exchange operated by the JSE Limited (“JSE”) (the “JSE Listings Requirements”). The
Company is not listed on any other exchange.

The JSE has granted approval to Hammerson for a secondary listing, by way of introduction under
the fast-track listing process contemplated in Section 18 of the JSE Listings Requirements, of all
of its 791 879 155 issued and fully paid ordinary shares of 25 pence each (“Ordinary Shares”) on
the Main Board of the JSE in the “Retail REITs” sector, under the abbreviated name
“HAMMERSON”, JSE share code “HMN” and ISIN “GB0004065016”, with effect from the
commencement of trade on Thursday, 1 September 2016 (the “Listing Date”) (the “Secondary
Listing”).

The Financial Surveillance Department of the South African Reserve Bank has approved the
Secondary Listing and classified the secondary inward listed Ordinary Shares as “domestic” for
exchange control purposes. Accordingly, South African resident investors may trade the Ordinary
Shares on the JSE without having recourse to their foreign portfolio allowance.

2. OVERVIEW OF THE COMPANY

Hammerson is a public limited company incorporated on 17 April 1940 in England and Wales and
operating under the UK Companies Act 2006. The Company was admitted to trading on the LSE
on 31 May 1945 and was granted status as a UK REIT in 2007.

Today, Hammerson is the UK’s leading pan-European retail REIT with a £9.0 billion property
portfolio of high-quality retail assets comprising 40 vibrant shopping centres and retail parks as
well as 15 premium outlets. Hammerson is an experienced owner-manager and manages all of its
shopping centre and retail park investments, whilst its premium outlet investments are externally
managed by Value Retail and VIA Outlets.




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The portfolio attracts over 280 million visitors per year and is well-positioned to benefit from
recognised consumer shopping trends. These include a preference for experiential venues, which
combine restaurants, leisure and pop-up entertainment alongside a dynamic retail mix.
Convenient retail park locations connected by major road or rail infrastructure and with ample
parking to capture growing footfall. Finally, premium outlets are benefitting from the propensity for
shoppers, especially international tourists, to seek out authentic luxury brands at a discount.

The property portfolio has high occupancy of 97.2% and is well-let to a diverse mix of almost
4,500 tenants where no one tenant accounts for more than 4% of the Group’s total passing rent.
Units are traditionally let on a long-term basis with a weighted average lease length across the
portfolio of 8 years. The nominal equivalent yield on Hammerson’s investment portfolio at 30 June
2016 was 5.0%.

The Company’s operational ‘Product Experience Framework’ is a point of differentiation and is
focused on delivering best practice in retail design, digital solutions, customer engagement and
sustainability across its portfolio.

Hammerson has a successful track-record of property development. It has delivered large iconic
retail properties such as The Bullring, Birmingham; Les Terrasses du Port, Marseille; Union
Square, Aberdeen and Elliott’s Field, Rugby. The Company is on-site at two schemes which will
deliver 52,400m2 of new retail and leisure space in the next 6 months. The Group’s development
pipeline includes three major London developments requiring up to £1.4 billion of expenditure plus
a number of potential smaller extension or refurbishment schemes. However, the level of
committed development capex at 30 June 2016 was low at £115 million.

Hammerson enjoys strong support from the capital markets and its banking partners, traditionally
sourcing funding from a combination of unsecured bank facilities and corporate bonds.
Hammerson’s debt rating is A- (Fitch) and Baa1 (Moody’s) and its average cost of debt was 3.2%
as at 30 June 2016. The Board monitors the Group’s financing structure against a number of
guidelines, including gearing of less than 85%, loan-to-value of less than 40% and interest cover
of more than 2.0 times. The Group also makes use of joint ventures with a select group of
international partners.

In the last financial year to 31 December 2015, Hammerson delivered a total property return of
12.4%, and 2.9% in the six months to 30 June 2016. Hammerson’s high-quality portfolio delivered
net rental income of £319 million and adjusted profit of £211 million in the year to 31 December
2015 and £168 million and £113 million in the six months to 30 June 2016.

The Company has demonstrated the strength of its business model over the long-term with its
track record of earnings per share and net asset value per share compound annual growth of
8.7% and 7.6%, respectively, in the period 2011-2015. Hammerson has consistently grown its
dividend per share over this period by a compound annual growth rate of 7.7%.

Prospective investors are invited to view the Company’s 2015 Annual Report and 2016 Half Year
Financial Results at www.hammerson.com.

The Company is domiciled in England and Wales with its registered office at Kings Place, 90 York
Way, London N1 9GE, UK. Hammerson is not registered as an external company in South Africa.
The financial year-end of the Company is 31 December. The Company has appointed
Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) as
its transfer secretaries in South Africa with its registered address and primary place of business at
70 Marshall Street, Johannesburg, 2001, South Africa. The Company’s registrar in the UK is
Capita Registrars with its registered address and primary place of business at The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU, UK.




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3. RATIONALE FOR THE COMPANY’S SECONDARY LISTING

Hammerson is seeking a secondary listing on the Main Board of the exchange operated by the
JSE in order to:

    -   improve the depth and spread of the shareholder base of the Company, thereby
        improving liquidity and tradability of shares;
    -   ensure the Company is accessing a wider pool of international capital;
    -   support the Company’s existing and prospective South African shareholders by providing
        an additional market for trading the Company’s shares;
    -   provide South African investors, both institutional and private, with an opportunity to
        participate over the long term in the future income and capital performance of the
        Company;
    -   provide the Company with an additional platform to raise equity funding to pursue growth
        and investment opportunities in the future; and
    -   enhance the global public profile of Hammerson with its stakeholders, including investors,
        retailers and consumers and especially those based in South Africa and on the African
        continent.

Following the Secondary Listing there will be full fungibility between the UK and South African
share registers, with the exception of the “freeze” period of approximately four business days prior
to the record date of a corporate action, such as dividends.

4. PROSPECTS OF HAMMERSON FOLLOWING THE SECONDARY LISTING

Hammerson’s business model is focused on delivering financial returns for shareholders, and also
on creating destinations for retailers and shoppers, and generating economic and social benefits
for its staff and communities.

The strategic priorities for the Company which will drive the future prospects are:

Asset management
   * Across the shopping centre portfolio, under the ‘Product Experience Framework’ the
     Company is introducing the latest retail and leisure brands and new store concepts to the
     portfolio and building the digital capabilities to support multi-channel retail and provide
     insight on consumer behaviour.
   * Across the retail parks, the Company is remerchandising with updated homeware and
     fashion retailers.
   * The Company will continue to deliver ‘value-add’ projects such as kiosks, digital screens,
     pop-up retail units and new store concepts.
   * Hammerson is continuously focused on identifying and capitalising on opportunities to
     drive sustainability across the portfolio.

Investment management
    * Hammerson will continue to invest in retail property with a focus on European countries
      and cities with strong economic opportunities; it aims for a leading position in all chosen
      market segments.
    * The Company has an ambition to grow the portfolio while enhancing overall quality and
      hence will recycle capital into higher-performing retail markets and dispose of assets
      which do not meet its investment management criteria or are underperforming.

Developing venues
   * Hammerson’s development pipeline will contribute to the future growth of the portfolio.
   * In the next six months the Company will open Victoria Gate, a luxury retail arcade in
     Leeds, and Watermark, a major dining and leisure offer in Southampton together adding
     52 400m2 and £17 million of annual rental income.
   * The Company is also advancing its major London developments at Brent Cross, Whitgift
     Croydon and Bishopsgate Goodsyard.




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   * The Company also pursues a strategy of extending its shopping centres, emphasising
     food, beverage and leisure offers, and delivering smaller-scale retail park extensions and
     reconfigurations.

5. KEY PERFORMANCE INDICATORS

Hammerson has seven primary Key Performance Indicators (“KPIs”), prepared on a proportionally
consolidated basis excluding our investments in premium outlets, that are used to monitor the
performance of the business to ensure delivery of value for all stakeholders.

KPI description                2014          2015           2016 Outlook
                               outturn       outturn
Total Property Returns (%)     13.6%         12.4%          We believe our high-quality portfolio
compared with an annual        (vs 12.5%     (vs 9.5%       and clear business model will
IPD Retail Property Universe   benchmark)    benchmark)     continue to outperform the retail
benchmark*                                                  benchmark.
Growth in like-for-like net    2.1%          2.3%           Like-for-like NRI is likely to remain
rental income (%)              (vs 2.0%      (vs 2.0%       broadly in-line with our target in 2016.
                               target)       target)        Hammerson        has    well-positioned
                                                            assets and lease expiries, breaks,
                                                            rent reviews and leasing vacant
                                                            space provide the opportunity to
                                                            increase rental income across our
                                                            portfolio.

Growth in adjusted earnings    3.5%          12.6%          2016 EPS growth will be driven by
per share (%) compared         (vs 0.4%      (vs 0.2%       income from recent acquisitions and
with a CPI inflation           benchmark)    benchmark)     completed      developments,    partly
benchmark*                                                  offset by lost income associated with
                                                            recent and planned disposals.

Cost:income ratio (%).         22.8%         23.1%          The ratio is forecast to improve as
Operating costs, including                                  additional   income    from   recent
the cost of vacancy, as a                                   acquisitions      and      completed
percentage of gross rental                                  developments is expected to offset
income                                                      investment in growing business areas
                                                            such as digital and development. We
                                                            will continue to manage effectively
                                                            property costs associated with
                                                            properties awaiting development
                                                            ahead of these projects commencing
                                                            on-site.

Occupancy (%). The             97.5%         97.7%          We expect occupancy to remain high
proportion of the Group’s      (vs target    (vs target     in 2016 as retailers seek space in the
portfolio that is let          97%)          97%)           best retail venues and we target
                                                            retailers who will enhance the
                                                            desirability of our portfolio.

Leasing activity (£m). New     £29.5m        £27.9m         We are focused on delivering tenant
income secured from new                                     rotation to enhance the retail offer
leases and rent renewals                                    across our portfolio, although the
                                                            absolute volume of leasing is affected
                                                            by the timing of lease expiries. We
                                                            expect leasing volumes to be
                                                            supported by retailers’ demand for
                                                            the best venues.




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Global emissions intensity     180           172            We expect to further reduce the ratio
ratio (MTCO2E/£m)                                           in 2016 as we implement initiatives
                                                            involving investment in renewables,
                                                            energy-efficient     technology     and
                                                            lighting. However, the absolute level
                                                            of emissions is forecast to increase
                                                            as the portfolio grows and the
                                                            effective management of emissions at
                                                            acquired     and       newly-developed
                                                            properties will be a key area of focus.

* Total property returns and earnings per share are calculated including our share of premium
outlets.

6. PROPERTY PORTFOLIO

As at 30 June 2016, Hammerson’s property portfolio was valued at £9.0 billion and encompasses:
UK shopping centres (37%), UK retail parks (17%), French shopping centres (23%), European
premium outlets (16%), with the remainder (7%) of the value accounted for by development
assets and other UK non-core properties.

Unless otherwise indicated, the information set out below is as at 30 June 2016, and is calculated
on a proportionally consolidated basis.

6.1 UK Shopping Centres

The UK shopping centre portfolio comprises 11 major shopping centres, which together attract
nearly 150 million visitors each year. The portfolio includes internationally recognised schemes,
such as Bullring in Birmingham, Brent Cross in London and The Oracle in Reading. Anchor stores
include John Lewis, M&S, Selfridges, Debenhams and House of Fraser, alongside international
and cutting-edge brands such as Victoria’s Secret, Michael Kors, River Island, Topshop, Next,
H&M and Zara.

Key facts
   - £3.3 billion asset value
   - 786,000m2 lettable space
   - £167 million passing rent
   - 97.4% occupancy
   - 5.1% true equivalent yield

6.2 UK Retail Parks
                                                                       
Hammerson owns and operates 19 retail parks providing 470,000m2 retail space. The easily
accessible parks, located on the edge of town centres, are let to both bulky goods and fashion
retailers. They offer large-format modern stores with ample parking. Key tenants of the Group’s
retail parks include B&Q, Homebase, Boots and M&S.

Key facts
   - £1.5 billion asset value
   - 470,000m2 lettable space
   - £85 million passing rent
   - 98.7% occupancy
   - 5.7% true equivalent yield

6.3 French Shopping Centres

In France, Hammerson owns and manages some of the top shopping centres in the Ile-de-France
region, including Italie Deux and O’Parinor, together with high-quality centres in Marseille,
Strasbourg and Nice. The Group’s ten French shopping centres attract almost 100 million visitors
each year. A dynamic mix of retailers including Printemps, Darty, Mango, Zara and Primark
ensures that Hammerson’s centres remain a destination of choice for French shoppers.




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Key facts
   - £2.1 billion asset value
   - 370,000m2 lettable space
   - £95 million passing rent
   - 96.3% occupancy
   - 4.5% true equivalent yield

6.4 Premium Outlets

Hammerson has a long-term strategic partnership with Value Retail, Europe’s leading operator of
premium outlets. Premium outlets offer a channel for retailers to distribute excess inventory at a
material discount to original price. Furthermore, premium outlets are often designed to match the
store-fit of a full-price store, hence retailers such as Polo, Prada and Burberry are able to retain
their brand identity. The sector has been a fast growing distribution channel for retailers, and in
particular for international fashion and luxury brands. Hammerson is the largest investor in Value
Retail’s portfolio of nine European Villages with a 38% interest. VIA Outlets is a joint venture
established in 2014 between Hammerson, APG, Value Retail and Meyer Bergman which now
owns six outlet centres and in which Hammerson owns 47%.

Key facts
   - £1.4 billion asset value
   - 370,000m2 lettable space
   - £29 million contribution to adjusted profit (year to 31 December 2015)
   - 44 million footfall (year to 31 December 2015)

6.5 Irish Portfolio

In October 2015, the Company acquired a loan portfolio secured against prime Dublin retail
property, in a 50:50 joint venture with Allianz. The property includes Dundrum Town Centre, a
modern 140,000m2 centre and Ireland’s pre-eminent retail and leisure destination as well as two
further shopping centres, in total over 200,000m2 of retail space. The joint venture took ownership
of Dundrum Town Centre on 7 July 2016. The transaction has provided Hammerson with a new
platform in Ireland, Europe’s fastest growing economy, and to broaden its European platform and
the opportunity to become Ireland’s leading retail property owner.

6.6 Development

The Group has a number of development opportunities in both the UK and France, including two
on-site schemes, three major London developments and a pipeline of potential future projects.
These schemes provide the opportunity to significantly grow the business and enhance the quality
of the Group’s existing portfolio over the medium term.
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Hammerson will complete Victoria Gate, Leeds, in Q4 2016. The scheme is a 35,400m
aspirational shopping arcade anchored by John Lewis and including more than 30 high-end
retailers and restaurants delivering estimated passing rent of £11m. In Q1 2017, the Company will
complete its second on-site development, Watermark, a 17,000m2 leisure and catering scheme
next to its WestQuay shopping centre including over 20 restaurants, cafés and bars and a 10-
screen cinema.




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6.7 Top Ten Tenants

The following retailers represent Hammerson’s largest tenants ranked by passing rent, as at 30
June 2016, on a proportionally consolidated basis.

                          Retailer                   Passing          % of
                                                    rent (£m)      passing
                                                                      rent
                          B&Q                            12.2          3.4
                          H&M                             7.9          2.2
                          Next                            7.3          2.0
                          Dixons Carphone                 6.3          1.8
                          Home Retail Group               6.3          1.8
                          Arcadia                         5.8          1.6
                          New Look                        5.5          1.5
                          Debenhams                       5.1          1.4
                          Boots                           4.9          1.4
                          France Printemps                4.3          1.2
                          Total                          65.6         18.3

6.8 Valuation Analysis as at 30 June 2016

Proportionally              Property    Capital      Total      Initial        True      Nominal
consolidated               valuation     return     return       yield    equivalent   equivalent
                                (£m)        (%)        (%)         (%)     yield (%)    yield (%)
United Kingdom
Shopping Centres               3,332       (0.4)       1.8         4.4           5.1          5.0
Retail Parks                   1,526       (3.0)      (0.5)        5.1           5.7          5.5
Other                            158       (0.7)       2.4         6.1           7.7          7.3
Total UK                       5,016       (1.3)       1.1         4.7           5.4          5.2
France                         2,070        2.9        5.1         3.9           4.5          4.4
Total       investment         7,086       (0.1)       2.2         4.4           5.1          5.0
portfolio
Developments                     481        4.9        5.6
Total          property        7,567        0.2        2.4
portfolio
Premium Outlets                1,397        3.5        5.7
Total                          8,964        0.7        2.9

Properties are stated at fair value as at 30 June 2016, valued by professionally qualified external
valuers. DTZ Debenham Tie Leung, Chartered Surveyors have valued the Group’s properties,
excluding those held by the Group’s premium outlet investments which have been valued by
Cushman & Wakefield LLP, Chartered Surveyors. All valuations have been prepared in
accordance with the RICS Valuation – Professional Standards 2014.

Following the majority vote to end the UK’s membership of the European Union in the EU
Referendum held on 23 June 2016, it was not possible for the Group’s external valuers to gauge
the effect of this decision on property valuations at 30 June 2016 by reference to transactions in
the market place which are the primary evidence used in determining market values. Therefore,
the Group’s external valuers have included statements in their 30 June 2016 valuation reports to
say that the probability of their valuations exactly coinciding with the price achieved, were there to
be a sale, has reduced after the EU Referendum result. Valuations will be kept under regular
review and the valuers will be able to better judge the impact on property values at the next formal
valuation in December 2016.




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7. SHARE CAPITAL

The issued share capital of Hammerson as at the date of this announcement is as follows:


Issued and fully paid ordinary shares of 25 pence each                              791 879 155

The Company does not hold any Ordinary Shares in treasury and, other than in connection with
its Employee Share Ownership Trusts, there are no Ordinary Shares held by or on behalf of the
Company itself or by subsidiaries of the Company.

The UK Companies Act 2006 abolished the requirement for a company to have authorised share
capital, and the Articles of Association of the Company were amended to reflect this. Directors are
still limited as to the number of shares they can allot at any one time because allotment authority
continues to be required under the UK Companies Act 2006.

On the Listing Date, all shares in issue will rank pari passu in all respects, including in respect of
voting rights and, save as set out in the “Dividend Policy” paragraph below, dividends and other
distributions.

Once listed, Ordinary Shares will be traded on the JSE in electronic form only (as dematerialised
shares) and will be trading for electronic clearing and settlement, via Strate Proprietary Limited
(“Strate”), immediately following the Secondary Listing. Strate is a system of “paperless” transfer
of securities used by the JSE to settle trades. All investors owning dematerialised Ordinary
Shares or wishing to trade their Ordinary Shares on the JSE are required to appoint either a
broker or a Central Securities Depository Participant (“CSDP”) in South Africa to act on their
behalf and to handle their settlement requirements. If you have any doubt as to the mechanics of
Strate please consult your broker, CSDP or other appropriate adviser and you are referred to the
Strate website (www.strate.co.za) for more detailed information.




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   8. FINANCIAL INFORMATION

   The basic earnings, diluted earnings, adjusted earnings, headline earnings and diluted headline
   earnings (as defined in terms of The South African Institute of Chartered Accountants Circular
   2/2013) per share of Hammerson for the six months ended 30 June 2016, the six months ended
   30 June 2015 and the twelve months ended 31 December 2015 are as follows:
                                         (Unaudited)           (Unaudited)                 (Audited)
                                      Six months ended      Six months ended         Twelve months ended
                                        30 June 2016          30 June 2015            31 December 2015
                                             £m                    £m                         £m
                                      Basic     Diluted     Basic      Diluted         Basic      Diluted
Profit for the year attributable to
                                       162.5      162.5      326.1       326.1          726.8         726.8
equity shareholders
Headline earnings
adjustments:
Revaluation gains on properties
                                        (29.5)    (29.5)     (163.3)     (163.3)       (367.5)    (367.5)
(incl. JVs)
Revaluation gains on outlets            (48.0)    (48.0)      (69.8)      (69.8)       (174.1)    (174.1)
Revaluation gains on minority
                                          2.1       2.1         1.3         1.3           0.3           0.3
interests
Losses/(Gains) on disposal of
properties and joint venture             12.6      12.6        (2.8)       (2.8)        (14.9)        (14.9)
interests
Losses on disposal of properties
                                            -         -           -              -        0.8           0.8
- outlets
Investment costs written off                -         -           -           -           1.4           1.4
Deferred tax                              7.6       7.6        11.3        11.3          27.6          27.6
Translation movement on
                                            -         -        (2.9)       (2.9)         (2.1)         (2.1)
intragroup funding loan
Total headline earnings
                                        (55.2)    (55.2)     (226.2)     (226.2)       (528.5)    (528.5)
adjustments

Headline earnings                      107.3      107.3        99.9        99.9         198.3         198.3

Weighted average number of
shares:
Ordinary shares in issue (net of
                                       786.4      786.4      783.4       783.4          783.6         783.6
own shares held)
Dilutive share options                     -        1.3          -         0.2              -           1.1
                                       786.4      787.7      783.4       783.6          783.6         784.7

Headline earnings per share
                                         13.6      13.6        12.8        12.7          25.3          25.3
(pence)

Basic earnings per share                           20.7                    41.6                        92.8
Diluted earnings per share                         20.6                    41.6                        92.6
EPRA earnings per share                            14.3                    14.0                        27.1
Adjusted earnings per share                        14.3                    13.6                        26.9

   The historical financial information of Hammerson is available for download on the Company’s
   website at www.hammerson.com.




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9. BANK FACILITIES AND COVENANTS

The Group’s unsecured bank facilities and the US private placement senior notes contain financial
covenants that the Group’s gearing, defined as the ratio of net debt to shareholders’ equity,
should not exceed 150% and that interest cover, defined as net rental income divided by net
interest payable, should not be less than 1.25 times. The same gearing covenant applies to three
of the Company’s unsecured bonds, whilst the remaining bonds contain a covenant that gearing
should not exceed 175%. These figures are on a proportionally consolidated basis and the bonds
have no covenant for interest cover. Hammerson’s financial ratios are comfortably within these
covenants and the Group’s property values at 30 June 2016 (including premium outlets) would
have to fall by 38% (or 57% for UK properties only) to breach the 150% gearing covenant.

Fitch and Moody’s rate Hammerson’s unsecured credit as A– and Baa1 respectively. Moody’s
changed its outlook from stable to negative in June 2016 following the UK’s EU referendum result,
stating that the heightened economic uncertainty could dampen prospects for the UK real estate
sector. This was consistent with Moody’s recent change in outlook for the UK sovereign rating
from stable to negative.

10. DIVIDEND POLICY

As a UK REIT, the Company’s dividend policy is to distribute at least 90% of the Group’s UK tax
exempt profit as property income distributions. Dividends are paid approximately 40% as an
interim dividend and 60% as a final dividend.

The Company has declared an interim dividend of 10.1 pence for the six months ended 30
June 2016 ("Interim Dividend"). The Interim Dividend will be paid on 10 October 2016 to
shareholders on the Company register at the close of business on 26 August 2016 (the “Record
Date”). As such any shares purchased on the JSE after the Secondary Listing are ex-dividend
and not entitled to the Interim Dividend. Shareholders who hold shares in the Company as at the
Record Date and who migrate all or a portion of their shareholding to the JSE following the
Secondary Listing will be entitled to the Interim Dividend, however such dividend will be paid in
Pound Sterling in terms of payment instructions that were in place as at the Record Date.

Hammerson will offer shareholders the opportunity to participate in a scrip dividend scheme.
Shareholders who are entitled to receive the Interim Dividend may elect to receive new Ordinary
Shares listed on the London Stock Exchange in line with their holding on the Record Date. Details
of the scrip dividend scheme will be sent around the first week of September to entitled
shareholders.

11. MATERIAL CHANGES

No material changes to the expected financial position or trading position of the Company have
occurred since the publication of the Company’s audited financial results for the year ended
31 December 2015, save as reflected in the half year financial results announcement for the six
months to 30 June 2016.




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12. MAJOR SHAREHOLDERS

Hammerson has a diverse register of international shareholders with no one shareholder having
greater than 10% of its shares in issue. As at the date of this announcement, the following
shareholders were, directly or indirectly, beneficially interested in, or responsible for managing,
5% or more of the Company’s issued share capital:


                                                              Number of shares                 %
APG Algemene Pensioen Groep N.V.                                   68 227 094                8.62
Rockcastle Global Real Estate Company Limited                      56 221 139                7.10
Merrill Lynch International                                        52 216 411                6.59
BlackRock Inc.                                                     50 223 602                6.34
Morgan Stanley (ISG and GWM)                                       45 128 249                5.70

In line with restrictions imposed on UK REITs, the board of directors of Hammerson (the “Board”)
has the right to require a shareholder who has a beneficial interest in or who controls the voting
rights in respect of 10% or more of the issued Ordinary Shares to dispose of a sufficient number
of shares such that their holding falls below 10%.

13. BOARD OF DIRECTORS

The table below sets out information pertaining to the current directors on the Board.
Name           David Tyler (63)
Position       Chairman, Chairman of the Nomination Committee and member of the
               Remuneration Committee
Experience     David Tyler is an experienced chairman having served in that role previously at
               Logica plc and 3i Quoted Private Equity plc, and currently at J Sainsbury plc. He
               has considerable experience of both retail and finance. David is a Fellow of the
               Chartered Institute of Management Accountants and a member of the Association
               of Corporate Treasurers. David was appointed to the Board on 12 January 2013
               and appointed Chairman on 9 May 2013.
Name           David Atkins (50)
Position       Chief Executive
Experience     David Atkins is a Chartered Surveyor who commenced his career at DTZ in 1988
               (now Cushman & Wakefield) specialising in investment and development. He
               joined Hammerson plc in 1998 as Group Property Executive, responsible for
               strategy and investment performance, where he worked on a number of overseas
               transactions, particularly in France. In 2002 he took responsibility for the UK retail
               parks portfolio and in 2006, the wider UK portfolio. David is a member of the
               executive board of the European Public Real Estate Association, a member of the
               British Council of Shopping Centres (BCSC) executive board and a member of
               the policy committee of the British Property Federation. David joined the
               Hammerson plc Board in 2007 and was appointed Chief Executive on 1 October
               2009.
Name           Peter Cole (57)
Position       Chief Investment Officer
Experience     Peter Cole is a Chartered Surveyor and joined the Company in 1989 as a Senior
               Development Surveyor. He was appointed to the board of Company’s UK
               business in 1992. In 1999, Peter assumed responsibility for Hammerson’s
               development, acquisition and disposal programme. He implemented the disposal
               of the London offices in 2012. Peter has led the Company’s major regeneration
               and investment projects.




                                                                                                      11
Name         Timon Drakesmith (51)
Position     Chief Financial Officer
Experience   Timon Drakesmith is a Chartered Accountant who joined the Company in 2011 as
             Chief Financial Officer. He has experience of working in commercial property
             having spent six years as finance director at Great Portland Estates plc. Timon is
             a non-executive director of Value Retail PLC, Chairman of VIA Outlets advisory
             and investment committees, and Chairman of the British Property Federation’s
             finance committee.
Name         Jean-Philippe Mouton (54)
Position     Executive Director
Experience   Jean-Philippe Mouton joined Hammerson plc in 2003 with responsibility for
             property leasing, development and asset management in France. In 2006, he
             assumed responsibility for managing the French portfolio as Director of
             Operations and in 2009 became the Managing Director of the Company’s French
             business. Jean-Philippe’s in-depth experience of the French business strengthens
             the Board’s integrated approach across the UK and France. Prior to joining
             Hammerson, he worked at Disney in France and in the US for 13 years, as the
             head of Strategic Planning. Prior to Disney, he worked for three years at Standard
             Chartered Bank in Paris managing a portfolio of small to medium size companies.
             Jean-Philippe was appointed to the Board on 1 January 2013.
Name         Terry Duddy (60)
Position     Non-Executive Director, Senior Independent Director and member of the
             Nomination and Remuneration Committees
Experience   Terry Duddy is the former Chief Executive of Home Retail Group plc. In addition
             to the capability and experience related to managing a large public company,
             Terry brings specific insight into customer behaviour and retail markets. Terry is
             Chairman of Retail Trust and a non-executive director of Debenhams plc. Terry
             was appointed to the Board on 3 December 2009.

Name         Pierre Bouchut (61)
Position     Non-Executive Director, member of the Nomination Committee and Chairman of
             the Audit Committee
Experience   In addition to his directorship of Hammerson, Pierre Bouchut is Executive vice
             president and chief financial officer of Delhaize Group SA and non-executive
             director of La Rinascente SpA, as well as a non-executive member of the
             advisory boards of both Qualium Investissement and Lombard Odier Asset
             Management (Switzerland) SA. Pierre has considerable senior management
             experience in finance, European retail and European property, having previously
             been executive director and chief financial officer of Carrefour SA, chief financial
             officer and member of the management board of Schneider Electric SA, and
             serving as chief executive officer and member of the board of Casino Guichard-
             Perrachon SA. Pierre was appointed to the Board on 13 February 2015.

Name         Gwyn Burr (53)
Position     Non-Executive Director, member of the Audit and Nomination Committees and
             Chairman of the Remuneration Committee
Experience   Gwyn Burr has expertise in marketing and leading customer service processes for
             major retail brands, having previously held senior roles in marketing, customer
             service and financial services at J Sainsbury plc and Asda plc. Gwyn is a member
             of the board, remuneration committee and chairman of the nominations
             committee of Sainsbury’s Bank plc and a non-executive director of Just Eat plc,
             Metro AG and DFS Trading Limited. Gwyn was appointed to the Board on 1 May
             2012.




                                                                                                12
Name          Andrew Formica (45)
Position      Non-Executive Director and member of the Audit and Nomination Committees
Experience    Andrew Formica is a Qualified Actuary, having qualified in Australia and the UK.
              He has considerable experience in capital markets and fund management,
              including property management, and has managed portfolios of businesses
              across Europe and globally. In 1993, he joined Henderson Group plc, where he
              has held various senior roles and became the chief executive in 2008. Andrew
              was appointed to the Board on 26 November 2015.

Name          Judy Gibbons (59)
Position      Non-Executive Director and member of the Audit, Nomination and Remuneration
              Committees
Experience    Judy Gibbons has a background in software, internet technologies, digital media,
              mobile applications and e-commerce. She also has extensive experience in
              marketing and international business. Judy is a non-executive director of
              Guardian Media Group plc, Michael Kors Holdings Limited and Virgin Money
              Giving. Judy was appointed to the Board on 1 May 2011.


14. DIRECTORS’ INTERESTS

The following directors of Hammerson and, where relevant, their connected persons (within the
meaning of section 252 of the UK Companies Act 2006) were beneficially interested in the
Ordinary Share capital of the Company as at the date of this announcement:

                                               Number of          % of total
                                                Ordinary             issued
                                                 Shares      Ordinary Share
                                                                     capital
                  David Atkins                    448 190               0.06
                  Peter Cole                      319 894               0.04
                  Timon Drakesmith                302 026               0.04
                  Jean-Philippe Mouton            265 702               0.03
                  David Tyler                      40 000                  -*
                  Pierre Bouchut                   20 000                  -*
                  Gwyn Burr                         5 111                  -*
                  Terry Duddy                      50 000                  -*
                  Andrew Formica                   22 000                  -*
                  Judy Gibbons                      4 115                  -*
               * less than 0.01%

15. DIRECTORS' STATEMENTS

The directors of Hammerson confirm that, to the best of their knowledge and belief, the Company
has adhered to all legal and regulatory requirements of the LSE.

The directors of Hammerson have no reason to believe that the working capital available to the
Company or the Group will be insufficient for at least 12 months from the Listing Date.




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16. FURTHER INFORMATION

All documents and announcements which Hammerson has made public over the last two years in
consequence of having its securities listed on the LSE, including financial information, annual
reports, valuation reports and regulatory announcements, as well as the Articles of Association of
the Company, are available for download on the Company’s website at www.hammerson.com.

This announcement is not an invitation to the public to subscribe for or purchase shares, but is
issued in compliance with the JSE Listings Requirements relating to the Secondary Listing of the
Company on the JSE’s Main Board.

17. SALIENT DATES AND TIMES

                                                                                                   2016
Publish pre-listing announcement on the Stock Exchange News                          Thursday, 25 August
Service of the JSE (“SENS”)

Listing and commencement of trading of Hammerson shares on                        Thursday, 1 September
the Main Board of the JSE from the commencement of trade
(09:00) on

The above dates are subject to change. Any such change will be released on SENS.



25 August 2016



Joint corporate advisor and joint sponsor         Joint corporate advisor, sole corporate
Javacapital                                       broker and joint sponsor
                                                  Deutsche Bank
                                                  Deutsche Securities (SA) Proprietary Limited
                                                  (A non-bank member of the Deutsche Bank Group)


Advisor as to South African law
Werksmans Attorneys



                                                                                                14
This document contains certain statements that are neither reported financial results nor other
historical information. These statements are forward-looking in nature and are subject to risks and
uncertainties.
Actual future results may differ materially from those expressed in or implied by these statements.
Many of these risks and uncertainties relate to factors that are beyond the Group’s ability to
control or estimate precisely, such as future market conditions, currency fluctuations, the
behaviour of other market participants, the actions of government regulators and other risk factors
such as the Group’s ability to continue to obtain financing to meet its liquidity needs, changes in
the political, social and regulatory framework in which the Group operates or in economic or
technological trends or conditions, including inflation and consumer confidence, on a global,
regional or national basis.
Readers are cautioned not to place undue reliance on these forward-looking statements, which
apply only as of the date of this document. The Group does not undertake any obligation to
publicly release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this document. Information contained in this document relating to
the Group should not be relied upon as a guide to future performance.




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