REG - Hammerson PLC - Final Results of Bond Tender Offers

HammersonAnnouncement

08/09/2023 13:00

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RNS Number : 9000L  Hammerson PLC  08 September 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF AMERICA,
ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS),
ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE
UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.

HAMMERSON PLC ANNOUNCES

FINAL RESULTS OF TENDER OFFERS IN RESPECT OF ITS

£350,000,000 3.500 PER CENT. BONDS DUE 2025 (the 2025 BONDS)

AND

£300,000,000 6.00 PER CENT. BONDS DUE 2026 (the 2026 BONDS)

 

 

8 September 2023.

Hammerson plc (the Company) announces today the final results of its separate
invitations to holders of its outstanding (a) £350,000,000 3.500 per cent.
Bonds due 2025 (ISIN: XS1311391012) (the 2025 Bonds) and (b) £300,000,000
6.00 per cent. Bonds due 2026 (ISIN: XS0184639895) (the 2026 Bonds and,
together with the 2025 Bonds, the Bonds and each a Series) to tender their
Bonds for purchase by the Company for cash (each such invitation an Offer and
together the Offers).

The Offers were announced on 31 August 2023 and were made on the terms and
subject to the conditions contained in the tender offer memorandum dated 31
August 2023 (the Tender Offer Memorandum).

Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 7
September 2023.

New Issue Condition

The Company confirms that the issue of the New Bonds settled on 6 September
2023, and therefore the New Issue Condition has been satisfied.

Final Acceptance Amount

The Company confirms that the Final Acceptance Amount is £100,092,000, to be
allocated between the 2025 Bonds and the 2026 Bonds as set out below.

2025 Bonds

The Company will accept for purchase 2025 Bonds validly tendered pursuant to
the relevant Offer subject to pro rata scaling at a Scaling Factor of 7.055
per cent., as further described in the Tender Offer Memorandum. Accordingly,
the relevant Series Acceptance Amount is £11,700,000.

Pricing in respect of the Offer for the 2025 Bonds took place at around 11.00
a.m. (London time) today (the Pricing Time). The Company determined that the
Purchase Price it will pay for 2025 Bonds validly tendered and accepted for
purchase will be 92.064 per cent. of the nominal amount of such 2025 Bonds
based on a Settlement Date of 13 September 2023.

A summary of the final results of, and pricing for, the Offer for the 2025
Bonds appears below:

.

 Series Acceptance Amount  Benchmark Security Rate  Purchase Spread  Purchase Yield   Purchase Price(1)
 £11,700,000               5.098 per cent.          245 bps          7.690 per cent.  92.064 per cent.

1.             Expressed as a percentage of the nominal amount of
the 2025 Bonds.

2026 Bonds

The Company will accept for purchase all 2026 Bonds validly tendered pursuant
to the relevant Offer with no pro rata scaling. Accordingly, the relevant
Series Acceptance Amount is £88,392,000.

The Company confirmed that the Purchase Price it will pay for the 2026 Bonds
validly tendered and accepted for purchase will be 95.520 per cent. of the
nominal amount of such 2026 Bonds based on a Settlement Date of 13 September
2023.

A summary of the final results of, and pricing for, the Offer for the 2026
Bonds appears below:

 Series Acceptance Amount  Benchmark Security Rate  Purchase Spread  Purchase Yield   Purchase Price(1)
 £88,392,000               4.607 per cent.          330 bps          8.063 per cent.  95.520 per cent.

1.             Expressed as a percentage of the nominal amount of
the 2026 Bonds.

General

The Settlement Date in respect of the Bonds accepted for purchase pursuant to
the Offers is expected to be 13 September 2023. Following settlement of the
Offers and cancellation of the relevant Bonds accepted for purchase pursuant
to the Offers, £338,300,000 in aggregate nominal amount of the 2025 Bonds and
£211,608,000 in aggregate nominal amount of the 2026 Bonds will remain
outstanding.

The Company will also pay an Accrued Interest Payment in respect of Bonds
accepted for purchase pursuant to the relevant Offer.

Lloyds Bank Corporate Markets plc (Tel: +44 (0) 20 7158 1719/1726; Attn:
Liability Management, Commercial Banking; Email:
LBCMLiabilityManagement@lloydsbanking.com); and Mizuho International plc (Tel:
+44 20 7090 6134; Attn: Liability Management; Email:
liabilitymanagement@uk.mizuho-sc.com) are acting as Dealer Managers for the
Offers (as made to the Relevant Bondholders).

Kroll Issuer Services Limited (Tel: +44 20 7704 0880; Attn: Alessandro Zorza;
Email: hammerson@is.kroll.com) is acting as Tender Agent.

UK MAR: This announcement is released by the Company and contains information
that qualified or may have qualified as inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR) as it forms part
of UK domestic law by virtue of the EUWA (UK MAR), encompassing information
relating to the Offers described above. For the purposes of UK MAR and Article
2 of the binding technical standards published by the Financial Conduct
Authority in relation to MAR as regards Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Alex Dunn, Company Secretary at
the Company.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire any securities is being made
pursuant to this announcement.  The distribution of this announcement and the
Tender Offer Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender Offer
Memorandum comes are required by each of the Company, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any such
restrictions.

 

This announcement has also been released on the SENS system of the
Johannesburg Stock Exchange and on Euronext Dublin.

 

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