REG - Hammerson PLC - Final Results of the Tender Offers

HammersonAnnouncement

08/10/2024 13:30

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RNS Number : 3978H  Hammerson PLC  08 October 2024

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 OF
THE UNITED KINGDOM 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 ANNOUNCEMENT.

HAMMERSON PLC ANNOUNCES

FINAL RESULTS OF TENDER OFFERS IN RESPECT OF ITS

£300,000,000 6.00 PER CENT. BONDS DUE 2026

£300,000,000 7.25 PER CENT. BONDS DUE 2028

AND

£350,000,000 3.500 PER CENT. BONDS DUE 2025

 

8 October 2024.

Hammerson plc (the Company) announces today the final results of the separate
invitations to holders of its (a) £300,000,000 6.00 per cent. Bonds due 2026
(ISIN: XS0184639895) (the 2026 Bonds), (b) £300,000,000 7.25 per cent. Bonds
due 2028 (ISIN: XS0085732716) (the 2028 Bonds) and (c) £350,000,000 3.500 per
cent. Bonds due 2025 (ISIN: XS1311391012) (the 2025 Bonds and, together with
the 2026 Bonds and the 2028 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 27 September 2024 and were made on the terms and
subject to the conditions contained in the tender offer memorandum dated 27
September 2024 prepared by the Company as updated by the announcement from the
Company on 3 October 2024 (together the Tender Offer Memorandum), and are
subject to the offer restrictions described in 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
October 2024.

New Issue Condition

The Company confirms that the issue of the New Bonds settled earlier today,
and therefore the New Issue Condition has been satisfied.

Final Acceptance Amount

As at the Expiration Deadline, the Company had received valid tenders for
purchase pursuant to the Offers of (i) £168,419,000 in aggregate nominal
amount of the 2026 Bonds, (ii) £243,204,000 in aggregate nominal amount of
the 2028 Bonds and (iii) £284,207,000 in aggregate nominal amount of the 2025
Bonds.

The Company confirms that the Final Acceptance Amount is £411,623,000, to be
allocated between the 2026 Bonds and the 2028 Bonds as set out below. Given
the Series Acceptance Amounts for the 2026 Bonds and the 2028 Bonds in
aggregate exceed the Maximum Acceptance Amount, the Company will not accept
any of the 2025 Bonds validly tendered for purchase pursuant to the relevant
Offer.

2026 Bonds

The Company will accept for purchase the 2026 Bonds validly tendered pursuant
to the relevant Offer in full with no pro rata scaling. Accordingly, the
relevant Series Acceptance Amount is £168,419,000.

Pricing in respect of the Offer for the 2026 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 the 2026 Bonds validly tendered and accepted
for purchase will be 101.613 per cent. of the nominal amount of such 2026
Bonds based on a Settlement Date of 9 October 2024.

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)
 £168,419,000              3.830 per cent.          85 bps           4.735 per cent.  101.613 per cent.

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

2028 Bonds

The Company will accept for purchase the 2028 Bonds validly tendered pursuant
to the relevant Offer in full with no pro rata scaling. Accordingly, the
relevant Series Acceptance Amount is £243,204,000.

Pricing in respect of the Offer for the 2028 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 the 2028 Bonds validly tendered and accepted
for purchase will be 106.677 per cent. of the nominal amount of such 2028
Bonds based on a Settlement Date of 9 October 2024.

A summary of the final results of, and pricing for, the Offer for the 2028
Bonds appears below:

 Series Acceptance Amount  Benchmark Security Rate  Purchase Spread  Purchase Yield   Purchase Price(1)
 £243,204,000              3.858 per cent.          120 bps          5.122 per cent.  106.677 per cent.

1.             Expressed as a percentage of the nominal amount of
the 2028 Bonds.

2025 Bonds

The Company will not accept for purchase any of the 2025 Bonds validly
tendered pursuant to the relevant Offer.

General

The Settlement Date in respect of the Bonds accepted for purchase pursuant to
the Offers is expected to be 9 October 2024. Following settlement of the
Offers and cancellation of the relevant Bonds accepted for purchase pursuant
to the Offers, £43,189,000 in aggregate nominal amount of the 2026 Bonds,
£56,796,000 in aggregate nominal amount of the 2028 Bonds and £338,300,000
in aggregate nominal amount of the 2025 Bonds will remain outstanding.

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

Barclays Bank PLC (Tel: +44 20 3134 8515; Attn: Liability Management Group;
Email: eu.lm@barclays.com); BNP Paribas (Tel: +44 20 7595 8668; Attn:
Liability Management Group; Email: liability.management@bnpparibas.com);
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:
+34 91 790 7559; 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: Arlind Bytyqi;
Email: hammerson@is.kroll.com; Website: https://deals.is.kroll.com/hammerson)
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 domestic law of the United Kingdom 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, General Counsel and 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. The Offers have now expired.

Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. Persons. Bonds may not be
offered, sold or delivered in the United States absent registration under, or
an exemption from the registration requirements of, the Securities Act. The
New Bonds have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the United States
and may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. Persons.

 

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

 

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