REG - Hammerson PLC - Potential new Sterling-denominated issuance

HammersonAnnouncement

27/09/2024 09:15

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RNS Number : 8992F  Hammerson PLC  27 September 2024

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.

 

27 September 2024

Hammerson plc ("Hammerson" or the "Company")

EMTN Programme: potential new Sterling-denominated issuance

Hammerson announces that it has mandated Barclays, BNP Paribas, Lloyds and
Mizuho as Active Bookrunners in connection with a potential new
Sterling-denominated issuance (the "New Issue") under Hammerson's newly
established £5,000,000,000 Euro Medium Term Note Programme, subject to market
conditions.

Earlier today, Hammerson also announced separate invitations (the "Offers") to
the holders of its outstanding:

(i)   £300,000,000 6.00 per cent. bonds due 2026;

(ii)  £300,000,000 7.25 per cent. bonds due 2028; and

(iii)  £350,000,000 3.500 per cent. bonds due 2025,

(together, the "Bonds") to tender such Bonds for purchase by the Company for
cash on the terms and subject to the successful completion (in the sole
determination of the Company) of the New Issue and the other conditions
described in the tender offer memorandum dated 27 September 2024 (the "Tender
Offer Memorandum"), and are subject to the offer restrictions set out below
and as more fully described in the Tender Offer Memorandum.

For further information:

Hammerson Investor Contacts

Josh Warren, Director of Strategy, Commercial Finance and Investor Relations

T: +44 (0) 20 7887 1053         E: josh.warren@hammerson.com
(mailto:josh.warren@hammerson.com)

 

MHP for Hammerson Media

Ollie Hoare and Charles Hirst

T: +44 (0)20 3128 8100          E: Hammerson@mhpgroup.com
(mailto:Hammerson@mhpgroup.com)

 

 

This announcement does not constitute or form part of an offer to sell or an
offer to buy or the solicitation of an offer to sell or subscribe for or
otherwise acquire any securities.

The securities referred to herein have not been and will not be registered
under the U.S. 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 are subject to Unites States tax law requirements.
Subject to certain exceptions, the securities referred to herein may not be
offered, sold or delivered in the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities
Act). The base prospectus for Hammerson's EMTN Programme (the "Prospectus")
may not be accessed from, or transmitted in or into, the United States.
Accordingly, these securities may not be offered, sold or delivered in the
United States.

Please note that the distribution of this announcement, the Prospectus and the
Tender Offer Memorandum in certain jurisdictions may be restricted by law.
 Persons into whose possession this announcement, the Prospectus and/or the
Tender Offer Memorandum comes are required by the Company to inform themselves
about, and to observe, any such restrictions.

This announcement must be read in conjunction with the Prospectus and the
Tender Offer Memorandum. If any holder of securities is in any doubt as to the
action it should take, it is recommended to seek its own financial advice,
including in respect of any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal adviser.

 

OFFER AND DISTRIBUTION RESTRICTIONS

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.
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
securities referred to herein 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. holders 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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