REG - Hammerson PLC - Maximum Acceptance Amount for the Tender Offers

HammersonAnnouncement

03/10/2024 11:00

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RNS Number : 8384G  Hammerson PLC  03 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 MAXIMUM ACCEPTANCE AMOUNT FOR THE 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

3 October 2024.

Hammerson plc (the Company) announces today the Maximum Acceptance Amount for
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 (the Tender Offer Memorandum), prepared by the Company, and are
subject to the offer restrictions set out below and as more fully 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.

Following the pricing yesterday of the Company's £400,000,000 5.875 per cent.
bonds due 2036 (the New Bonds), the Maximum Acceptance Amount (being the
maximum aggregate nominal amount of the Bonds across all Series that the
Company is proposing to accept for purchase pursuant to the Offers), has been
set by the Company at £400,000,000 in aggregate nominal amount of the Bonds.
The Company reserves the right, in its sole and absolute discretion, to accept
significantly less or significantly more than such amount, or to accept none
of such Bonds, for purchase pursuant to the Offers.

As the Maximum Acceptance Amount is less than the aggregate nominal amount of
the Bonds outstanding, if the Company decides to accept any validly tendered
Bonds for purchase pursuant to the relevant Offer(s) and the aggregate nominal
amount of Bonds validly tendered for purchase is greater than the Maximum
Acceptance Amount, valid tenders of Bonds will be accepted subject to pro rata
scaling in the manner described in the Tender Offer Memorandum. The Company
does not intend to accept any valid tenders of the 2025 Bonds in the
circumstances where it has not accepted all valid tenders of the 2026 Bonds
and the 2028 Bonds in full, with no pro rata scaling. The Company will
determine the allocation of the nominal amount of Bonds accepted for purchase
pursuant to the relevant Offer(s) between the 2026 Bonds and the 2028 Bonds in
its sole and absolute discretion, and reserves the right to accept
significantly more or significantly less than (or none of) the Bonds of one
such Series as compared to the other Series. For the avoidance of doubt, the
Company reserves the right to accept for purchase, in its sole and absolute
discretion, only the 2026 Bonds or only the 2028 Bonds.

None of the Dealer Managers (or their respective directors, officers,
employees, agents or affiliates) has any role in relation to any part of an
Offer made to Bondholders who are not Relevant Bondholders, where Relevant
Bondholder means a Bondholder that is: (a) in a member state of the European
Union, an "eligible counterparty" or a "professional client", each as defined
in Directive No. 2014/65/EU on markets in financial instruments (as amended
from time to time); (b) in the United Kingdom, an "eligible counterparty", as
defined in the FCA Handbook Conduct of Business Sourcebook, or a "professional
client" as defined in point (8) of Article 2(1) of Regulation (EU) No.
600/2014 as it forms part of domestic law of the United Kingdom by virtue of
the EUWA; or (c) in a jurisdiction outside of the European Union and the
United Kingdom, an institutional holder under applicable local law and not a
retail holder.

Bondholders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offers.

For detailed terms of the Offers please refer to the Tender Offer Memorandum
as updated by this announcement, which (subject to distribution restrictions)
can be obtained from the Tender Agent referred to below.

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.

Questions and requests for assistance in connection with (i) the Offers may be
directed to the Dealer Managers by the Relevant Bondholders, and (ii) the
delivery of Tender Instructions may be directed to the Tender Agent, the
contact details for each of which are set out above.

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. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers. If any Bondholder is in any doubt as to the
action it should take, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Bonds are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee must contact
such entity if it wishes to tender such Bonds pursuant to the Offers. None of
the Company, the Dealer Managers and the Tender Agent nor any of their
respective directors, officers, employees, agents or affiliates makes any
recommendation whether Bondholders should tender Bonds pursuant to the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

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. Neither this
announcement nor the Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the Bonds (and tenders of Bonds in the
relevant Offer will not be accepted from Bondholders) in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the relevant Offer to be made by a
licensed broker or dealer and each of the Dealer Managers or any of the Dealer
Managers' respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the relevant Offer shall be deemed to be made by such
Dealer Manager or affiliate, as the case may be, on behalf of the Company in
such jurisdiction (but only to any Bondholder that is a Relevant Bondholder).

In addition to the representations referred to below in respect of the United
States, each Bondholder participating in the Offers will also be deemed to
give certain representations in respect of the other jurisdictions referred to
below and generally as set out in the Tender Offer Memorandum. No action has
been or will be taken in any jurisdiction in relation to the New Bonds that
would permit a public offering of securities and the minimum denomination of
the New Bonds will be £100,000.

United States. The Offers are not being made, and will not be made, directly
or indirectly, in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of
a national securities exchange of, the United States or to any U.S. person (as
defined in Regulation S of the Securities Act (each a U.S. Person)). This
includes, but is not limited to, facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic communication.
Accordingly, copies of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers are not being, and must
not be, directly or indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or trustees)
in or into the United States, to any person located or resident in the United
States or to any U.S. Person, and the Bonds cannot be tendered in the Offers
by any such use, means, instrumentality or facility or from within the United
States or by any person located or resident in the United States or by, or by
any person acting for the account or benefit of, a U.S. Person. Any purported
tender of Bonds in the Offers resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported tender of
Bonds made by any person located in the United States or any agent, fiduciary
or other intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States or by any U.S. Person or by
use of such mails or any such means, instrumentality or facility will be
invalid and will not be accepted.

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.

Each holder of Bonds participating in an Offer will represent that it is not a
U.S. Person and is not located in the United States and is not participating
in such Offer from the United States, or it is acting on a non-discretionary
basis for a principal located outside the United States that is not giving an
order to participate in such Offer from the United States and who is not a
U.S. Person. For the purposes of this and the above two paragraphs, United
States means 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 and the District of Columbia.

Italy. None of the Offers, this announcement, the Tender Offer Memorandum or
any other document or materials relating to the Offers have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each
Offer is being carried out in Italy as an exempted offer pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998,
as amended (the Financial Services Act) and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of 14 May 1999, as amended. Bondholders or
beneficial owners of the Bonds that are located in Italy can tender Bonds for
purchase in the Offers through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such activities in the
Republic of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed by CONSOB or
any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Bonds, the Offers, the Tender Offer Memorandum and/or this announcement.

United Kingdom. The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offers are not
being made and such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000 and are not for general distribution and must not be passed
on to the general public in the United Kingdom. The communication of such
documents and materials is made only to and directed only at those persons in
the United Kingdom falling within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons
falling within Article 43 of the Financial Promotion Order or any other
persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as Relevant
Persons) and the transaction contemplated herein will be available only to,
and engaged in only with, Relevant Persons. Any person who is not a Relevant
Person should not act on or rely on this announcement or the Tender Offer
Memorandum or (in either case) any of its contents.

France. The Offers are not being made, directly or indirectly, to the public
in the Republic of France. This announcement, the Tender Offer Memorandum and
any other document or material relating to the Offers have only been and shall
only be distributed in France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the Tender
Offer Memorandum has been or will be submitted for clearance to nor approved
by the Autorité des Marchés Financiers.

Belgium. The Offers are not being made, and will not be made or advertised,
directly or indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of Article I.1 of the Belgian Code of Economic Law, as
amended from time to time (a Belgian Consumer) and this announcement, the
Tender Offer Memorandum or any other documents or materials relating to the
Offers have not been and shall not be distributed, directly or indirectly, in
Belgium to Belgian Consumers.

 

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

 

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