REG - Hammerson PLC - Announcement re: Rights Issue

HammersonAnnouncement

07/09/2020 07:00

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RNS Number : 1411Y  Hammerson PLC  07 September 2020

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA,
JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. IT IS NOT AN OFFER OF SECURITIES FOR SALE TO
U.S. PERSONS OR IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.

FOR IMMEDIATE RELEASE.

07 September 2020

Hammerson plc

("Hammerson" or the "Group" or the "Company")

ISIN: GB00BK7YQK64

LSE share code: HMSO / JSE share code: HMN

Listing of and trading in Letters of Allocation

Hammerson today announces that, following the passing of all resolutions at
the General Meeting on 1 September 2020, the listing and trading in Letters of
Allocation on the JSE is expected to take place at 9:00 a.m. (South African
Standard Time) today.

It is expected that 3,678,209,328 New Shares will be admitted, nil paid, to
the premium listing segment of the Official List of the FCA and will be
admitted, nil paid, to trading on the London Stock Exchange's main market for
listed securities at 8:00 a.m. (UK time) on 10 September 2020.

Capitalised terms used but not otherwise defined in this announcement have the
meanings given to them in the Prospectus, which is available at
www.hammersontransaction.com (http://www.hammersontransaction.com) .

 

The announcement above has also been released on the SENS system of the
Johannesburg Stock Exchange.

 

Enquiries

Hammerson

Investor Contact

Josh Warren, Hammerson, Head of Investor Relations

Tel: +44 20 7887 1053

josh.warren@hammerson.com

Media Contact

Hammerson

Catrin Sharp, Head of Corporate Communications

Tel: +44 20 7887 1063

catrin.sharp@hammerson.com

 

 

J.P. Morgan
Cazenove
+44 (0)20 7742 4000

(Joint Financial Adviser, Joint UK Sponsor, Joint Global Coordinator and Joint
Corporate Broker to Hammerson)

Edmund Byers

Barry Meyers

Paul Hewlett

 

 

Morgan
Stanley
+44 (0)20 7425 8000

(Joint Financial Adviser, Joint UK Sponsor, Joint Global Coordinator and Joint
Corporate Broker to Hammerson)

Ben Grindley

Nick White

Richard Brown

 

Lazard
+44 (0)20 7187 2000

(Joint Financial Adviser and Joint UK Sponsor)

William Rucker

Patrick Long

Nick Fowler

 

Barclays
+44 (0)20 7623 2323

(Joint Bookrunner)

Brendan Jarvis

Lawrence Jamieson

Tom Macdonald

 

Investec

(JSE Sponsor)

Monica
Griessel                                                                                  +72
72 110 9631

Robert
Smith                                                                                       +27
82 885 7363

Karl
Priessnitz
        +27 82 569 5240

 

FTI
Consulting                                                                                 +44
(0)20 3727 1000

Dido
Laurimore                                                                                 +44
(0) 7801 654 424

John Waples
                                                                                      +44
(0) 7717 814 520

Richard Gotla
                                         +44 (0) 7904 122
207

Hammerson@fticonsulting.com
 
 

 

 

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of the
Company. This
announcement is not a circular or a prospectus but an advertisement and investors should not acquire
any nil paid rights, fully paid rights or New Shares referred to in this
announcement except on the basis of the information contained in the combined
prospectus and circular (the "Prospectus") to be published by the Company in
connection with the Disposal and the Rights Issue in due course. The
information contained in this announcement is for background purposes only and
does not purport to be full or complete. A copy of the Prospectus, when
published, will be available on the Company's website, provided that the
Prospectus will not, subject to certain exceptions, be available to
certain shareholders in certain restricted or excluded territories. The Prospectus will give
further details of the Disposal and the Rights Issue.

Any decision to participate in the Rights Issue must be made solely on the
basis of the Prospectus to be published by the Company in due course. The
information contained in this announcement is for background purposes only and
no reliance may or should be placed by any person for any purpose whatsoever
on the information contained in this announcement or on its completeness,
accuracy or fairness. Recipients of this announcement should conduct their own
investigation, evaluation and analysis of the business, data and property
described in this
announcement. This announcement does not constitute a recommendation concerning any investor's
decision or options with respect to the Disposal or the Rights Issue. The
information in this announcement is subject to change.

This announcement is for information purposes only and shall not constitute or
form part of any offer to issue or sell, or the solicitation of any offer to
purchase, subscribe for or otherwise acquire, any securities of the
Company   in the United States (including its territories and possessions,
any state of the United States and the District of Columbia) (the "United
States" or "US") or any other jurisdiction where such offer or sale would be
unlawful. The securities referred to herein (the "Securities") have not been
and will not be registered under the US Securities Act of 1933, as amended
(the "Securities Act") or with any securities regulatory authority of any
state or other jurisdiction of the United States, and accordingly may not be
offered, sold, resold, pledged, taken up, exercised, renounced, delivered,
distributed or transferred directly or indirectly, into or within 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 relevant state or other jurisdiction of
the United States. No public offering of the Securities has been or will be
made in the United States.

Neither this announcement nor any other document connected with the Rights
Issue or Disposal
has been or will be approved or disapproved by the United States Securities and Exchange Commission
or by the securities commissions of any state or other jurisdiction of the
United States or any other regulatory authority, and none of the foregoing
authorities or any securities commission has passed upon or endorsed the
merits of the offering of nil paid rights, fully paid rights or New Shares or
the accuracy or adequacy of this announcement or any other document connected
with the Rights Issue or Disposal. Any representation to the contrary is a
criminal offence in the United States.

The distribution of this announcement and any proposed offering and/or issue
of securities referred to herein in certain jurisdictions may be restricted by
law. No action has been taken by the Company, J.P. Morgan Securities plc,
Morgan Stanley & Co International plc, Lazard & Co., Limited, Barclays
Bank PLC, Investec Bank Limited or any of their respective affiliates
(collectively, the "Banks") that would permit an offer of securities or
possession or distribution of this announcement or publicity material relating
to securities in any jurisdiction where action for that purpose is required.
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. Any failure to comply with any such restrictions may constitute
a violation of the securities laws of such jurisdiction.

JP Morgan Securities plc (which conducts its UK investment banking activities
under the marketing name J.P. Morgan Cazenove), Morgan Stanley & Co
International plc and Barclays Bank PLC (together, the "Underwriters") are
each authorised in the United Kingdom by the Prudential Regulation Authority
and regulated in the United Kingdom by the Prudential Regulation Authority and
the Financial Conduct Authority. Lazard & Co., Limited is authorised and
regulated in the United Kingdom by the Financial Conduct Authority.  Investec
Bank Limited is authorised and regulated in South Africa by, inter alia, the
Financial Sector Conduct Authority. Each
of the Banks is acting exclusively for the Company and no one else in connection with the
Rights Issue and the Disposal and will not regard any other person (whether or
not a recipient of this announcement) as a client in relation to the Rights
Issue and the Disposal and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients or
for providing advice in relation to the Rights Issue and the Disposal or any
matters, transactions or arrangements referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
on any of the Banks by the Financial Services and Markets Act 2000, as amended
("FSMA") or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where the exclusion of liability under
the relevant regulatory regime would be illegal, void or unenforceable,
neither the Banks nor any of their respective subsidiaries, branches or
affiliates, accept any duty, liability or responsibility whatsoever (whether
direct or indirect) to any person for any acts or omissions of the Company as
to the contents of this announcement or make any representation or warranty,
express or implied, as to the contents of this announcement including its
accuracy, completeness or verification or for any statement made or purported
to be made by it, or on its behalf, in connection with the Company, the nil
paid rights, the fully paid rights, the New
Shares, the Rights Issue or the Disposal and nothing in this announcement shall be relied
upon as a promise or representation in this respect, whether or not as to
the past or future. The Banks and their respective subsidiaries, branches and
affiliates accordingly
disclaim, to the fullest extent permitted by law, all and any duty,
liability and responsibility whatsoever arising in tort, contract or
otherwise which any of them might otherwise have in respect of this
announcement or any such statement.

The Underwriters, in accordance with applicable legal and regulatory
provisions, may engage in transactions in relation to nil paid rights, fully
paid rights, the New Shares, letters of allocation and/or related instruments
for their own account for the purpose of hedging their underwriting exposure
or otherwise. In connection with the Rights Issue, the Underwriters and any of
their respective affiliates, acting as investors for their own accounts may
acquire New Shares as a principal position and in that capacity may retain,
acquire, subscribe for, purchase, sell, offer to sell or otherwise deal for
their own accounts in such
New Shares and other securities of the Company or related investments in connection with the Rights
Issue or otherwise. Accordingly, references in this document to the New Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including
any issue, offer, subscription, acquisition, placing or dealing by each of the
Underwriters and any of their respective
affiliates acting as investors for their own accounts. In addition, certain of the Underwriters
or their respective affiliates may enter into financing arrangements
(including swaps or contracts for difference) with investors in connection
with which such Underwriters (or their respective affiliates) may from time to
time acquire, hold or dispose of New Shares. The Underwriters may also
coordinate a sell-down in the event that any underwriting crystallises as a
result of the Rights Issue. Except as required by
applicable law or regulation, the Underwriters
and their respective affiliates do not propose to make any public
disclosure in relation to such transactions.

In the event that the Underwriters acquire New Shares which are not taken up
by Qualifying Shareholders, the Underwriters may co-ordinate disposals of such
shares in accordance with applicable law and regulation. Except as required by
applicable law or regulation, the Underwriters and their respective affiliates
do not propose to make any public disclosure in relation to such transactions.

Neither the contents of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

This announcement does not constitute a recommendation concerning any
investor's options with respect to the Rights Issue. 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 to future performance. The contents of this
announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

None of the Banks nor any of their respective affiliates accepts any
responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, as to this announcement, including the truth,
accuracy, fairness, sufficiency or completeness of the information or the
opinions or beliefs contained in this announcement (or any part hereof). None
of the information in this announcement has been independently verified or
approved by the Banks or any of their respective affiliates. Save in the case
of fraud, no responsibility or liability is accepted by the Banks or any of
their respective affiliates for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this announcement
or its contents or otherwise in connection with this announcement.

No person has been authorised to give any information or to make any
representations other than
those contained in this announcement and, if given or made, such announcements must not be relied
on as having been authorised by the Company, the Banks or any of their
respective affiliates. Subject to the Listing Rules, the Prospectus
Regulation Rules, the Disclosure Guidance and Transparency Rules and
MAR, the issue of this announcement and any subsequent announcement shall not,
in any circumstances, create any implication that there has been no change in
the affairs of the Group since the date of this announcement or that the
information contained in it is correct as at any subsequent date.

This announcement contains "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, the
Prospectus Regulation Rules, the Disclosure Guidance and
Transparency Rules or 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.

The New Shares will not be admitted to trading on any stock exchange other
than the London Stock Exchange and the JSE Limited.

Securities transfer tax ("STT") is a tax levied in South Africa on a transfer
of beneficial ownership of a security issued by a company which is listed in
South Africa (i.e. a disposal of a share). There is no STT payable on the
issue of a share by a company. STT at 0.25% will accordingly be payable upon a
transfer of beneficial ownership of shares in Hammerson. In the context of
listed shares, STT is normally payable by, inter alia, brokers and transfer
secretaries (and recoverable from the transferee).

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (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 disclaiming
all and any
liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of
the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been

subject to a product approval process, which has determined that such
securities 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; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID
II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors  (such term
to have the same meaning as in the MiFID II Product Governance Requirements)
should note that: the price of the New Shares may decline and investors could lose all or part of their
investment; the New Shares offer no guaranteed income
and no capital protection; and an investment in the New 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 Rights Issue.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
the Underwriters will only procure investors (in connection with the Rights
Issue) 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 (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 New Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the New Shares and determining appropriate
distribution channels.

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