REG - Hammerson PLC - PROPOSED PLACING TO FUND ACQUISITION

HammersonAnnouncement

31/07/2025 07:01

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250731:nRSe3627Ta&default-theme=true

RNS Number : 3627T  Hammerson PLC  31 July 2025

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM (THE "ANNOUNCEMENT"), IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA,
CANADA, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

LEI: 213800G1C9KKVVDN1A60

For immediate release

31 July 2025

HAMMERSON PLC ("HAMMERSON", THE "COMPANY", THE "GROUP")

 

PROPOSED PLACING TO FUND ACQUISITION OF THE REMAINING 50% INTEREST IN BULLRING
AND GRAND CENTRAL

 

SUSPENSION OF SHARE BUYBACK

 

Hammerson today announces its intention to raise up to 10% of existing issued
share capital through an institutional placing (the "Placing"), in connection
with the acquisition of the remaining 50% interest in Bullring and Grand
Central (the "Acquisition") for a net cash consideration of £319m.((1)) The
Placing is to be comprised of a non-pre-emptive placing of new ordinary shares
in the capital of the Company (the "Placing Shares") at the Placing Price (as
defined below) and will be conducted through an accelerated bookbuild which
will be launched immediately following this announcement.

 

Highlights

 

·    Proposed Placing of up to 10% of issued share capital to fund the
acquisition of JV partner's 50% stake in Bullring and Grand Central, with the
remainder financed from existing cash resources and the suspension of
Hammerson's ongoing share buyback programme.

·    Acquisition of remaining 50% stake in Bullring and Grand Central
allows Hammerson to take full control of this super prime destination. Located
in the heart of Birmingham city centre, Bullring is one of only five retail
destinations in the UK ranked A++ by Green Street.

 

·    The Acquisition represents a 4% discount to June book value, a
blended net initial yield of 6.7%, and a topped-up net initial yield of
7.7%((2)).

 

·    Combined, the Placing and Acquisition are expected to be immediately
accretive to earnings (HY25 pro forma EPS accretion +4%) with minimal NTA
dilution. The Acquisition is expected to complete in early August 2025 and is
not conditional on the Placing.

 

·    Hammerson has announced today an upgrade to FY25 guidance (see HY
Results announcement for details). The Company expects c.17% GRI growth for
FY25 and EPRA earnings of c.£102m, remaining on track to achieve its medium
term financial framework.

 

·    Pro forma HY25 for the acquisition of Bullring and Grand
Central((3)), LTV would stand at around 37% and net debt:EBITDA at around
7.9x, commensurate with the Group's solid IG credit rating.

 

·    Bullring continues to benefit from over £30m of landlord investment
alongside £75m of occupier investment since 2021, delivering standout
operational and financial performance in recent years. In 2024, footfall was
up 3% to 33m visitors, and sales up 11%. In HY25, footfall was up 5% and Q2
was exceptionally strong, up 8%, with June up 12% year-on-year. Like-for-like
sales have followed a similar trend, up 4%, with Q2 up 5%. Total sales were up
6% in HY25.

 

·    With the benefit of like-for-like growth, acquisitions (including the
acquisition of the remaining 50% interest in Bullring and Grand Central),
tight cost control and the share buyback, the Group will have more than
replaced the loss of earnings contribution from the Union Square and Value
Retail disposals in 2024.

 

((1)) Subject to customary adjustments. At completion of the Acquisition,
these adjustments are expected to comprise c.£17m, principally with respect
to cash in the interests of the corporate entities to be acquired.

((2)) The net initial yield increased to reflect the value of unexpired lease
incentives (i.e. rent free periods).

((3)) Assumes successful completion of the Placing.

 

Rita-Rose Gagné, Chief Executive Officer of Hammerson, commented:

 

"This is an exciting milestone for Hammerson. Our investment alongside key
trusted brand partners has seen Bullring deliver a standout operational
performance in recent years, cementing its reputation as a top five UK
destination. Birmingham is a thriving, growing city and our dynamic catchment
continues to drive footfall and sales growth. Full control of this super prime
asset allows us to consolidate the position of our Birmingham estate at the
heart of the UK's second city and explore new opportunities to deliver
enhanced value and risk-adjusted returns."

 

Background to the Placing

 

Hammerson's aim is simple - to deliver sustainable growth and value creation
in our destinations by active repositioning and asset enhancement. Combined
with our specialist platform, tight cost control and operational grip, we will
deliver growth in income, earnings and dividends. We are investing to drive
organic growth and value creation in our flagship destinations, so they
constantly adapt to evolving trends to remain relevant to customers and
occupiers. We create option value from our strategic land, and supplement this
with acquisitions in line with our strategy.

 

We are committed to being disciplined in our capital allocation strategy and
execution to deliver enhanced value and risk-adjusted returns for
shareholders. Successful deployment of capital grows our rental income, scale
and valuations, and creates further options for the rotation of assets and
recycling of capital. Growing income means growing earnings and dividends,
enhancing returns to shareholders, including where appropriate the return of
excess capital.

 

As a publicly-traded REIT, we are able to draw on three main sources of
capital depending on market conditions: recycling from our own portfolio;
raising debt; and equity. We remain committed to maintaining a strong and
sustainable balance sheet through the cycle, commensurate with maintaining an
investment grade credit rating and therefore access to capital.

 

Our guiderails are an LTV of around 35% and net debt:EBITDA of 6-8x. With LTV
at 35% at 30 June 2025, and net debt:EBITDA at 7.8x, our balance sheet remains
strong and flexible at this low point in the cycle, with a variety of options
to further increase capacity including the monetisation of strategic land as
we achieve key planning goals, or further asset rotation. Pro forma for the
acquisition of Bullring and Grand Central, our LTV would stand at around 37%
and net debt:EBITDA at around 7.9x, commensurate with the Group's solid IG
credit rating.((4))

 

We have been disciplined and efficient allocators of capital. With £126m of
core capex deployed since FY20 on repositioning and asset enhancement
projects, these investments have delivered high double digit IRRs and high
single to low double digit yields on costs.

 

Where we have recycled capital from non-core destinations, we have done so in
a disciplined manner. Our c.£985m of non-core sales since FY20 have been
achieved at an average discount to book of 2%, whilst Value Retail was exited
for £595m at a 24x EBITDA multiple and a 3.4% exit cash yield. Our
acquisitions have been achieved at an average prime destination yield of 8.5%,
whilst we have realised capital at attractive prices from our strategic land,
most recently at Leeds, but also at Croydon in 2023.

 

We continue to allocate capital to acquiring the interests of our JV partners
where we see the opportunity for strong returns with entry yields at all-time
highs for irreplaceable best-in-class assets in unique high-growth urban
catchments.

 

Acquisition of Bullring and Grand Central

Hammerson has exchanged contracts to acquire the 50% of Bullring and Grand
Central owned by its JV partner for a net cash consideration of £319m to be
funded through the suspension of the share buyback programme, existing cash
resources and an equity placing of up to 10% of total outstanding shares. This
represents a 4% discount to June book value, a blended net initial yield of
6.7%, a topped-up net initial yield of 7.7%((5)), and additional annualised
net rental income of c.£22m.

 

Bullring

Bullring is one of the UK's best-performing and highly regarded
retail-anchored destinations, recognised by Green Street as one of only five
A++ rated assets in the UK. It continues to benefit from over £30m of
landlord investment and £75m occupier investment since 2021 to reposition the
former Debenhams unit and bring in new retail concepts, upsizes and offers
from M&S, Inditex, Sephora and JD Sports among others, alongside new
leisure provision including TOCA Social and Lane7. In aggregate, these
investments secured are approaching £130m of rent contracted to first break
and delivered an IRR in excess of 40%.

 

Our investment has seen Bullring deliver a standout operational performance in
recent years. In 2024, footfall was up 3% as we welcomed 33m visitors, and
sales up 11%, making it the strongest performer in its peer group according to
Lloyds Bank data. In HY25, footfall was up 5% and Q2 was exceptionally strong,
up 8%, with June up 12% year-on-year. Like-for-like sales have followed a
similar trend, up 4%, with Q2 up 5%. Total sales were up 6% in HY25.

 

Strong sales support some of the highest Zone-A rents across the portfolio,
but rents remain affordable with OCRs in the mid-teens.  Occupancy is tight
and tension high as brands pursue more of the best space in the
highest-performing locations. In aggregate, HY25 principal deals at Bullring
were signed 25% ahead of previous passing rent and 22% ahead of ERV on a net
effective basis.

 

Bullring delivered strong like-for-like gross rental income growth of 12% in
HY25 and we anticipate continued strong rental growth in the second half and
beyond. There remain incremental asset management opportunities to improve the
tenant mix, create greater exposure to the night time economy, and grow income
and value.

 

There is an attractive potential opportunity to redevelop the underutilised
Edgbaston Street car park into residential use with enhanced public realm.

 

Grand Central

Demand at Grand Central is growing for the limited available space with
occupancy up 3% year-on-year, also reflecting 'spillover' demand from Bullring
where space is also at a premium. Food and beverage is a particular feature,
due to its location above Birmingham New Street station where we have actively
managed and improved the offer with sales densities in this category amongst
the highest in the portfolio at around £560/ft(2) with affordable rents at an
average £50/ft(2), also reflecting high footfall with over 14m visitors in
2024 and 7m in HY25.

 

Grand Central, located above Birmingham New Street station, also represents a
compelling redevelopment opportunity. Around 50% of the space, representing a
former John Lewis & Partners store, is currently vacant. However,
strip-out was completed in 2023 and planning is in place for our Drum concept
- an office-led mixed-use redevelopment of the space with a GDV in the region
of c.£100m at 100%. We continue to engage with stakeholders to de-risk and
unlock the next phases of delivery of this scheme.

 

Birmingham Estate

Alongside the immediate and medium term income and value growth opportunities
at Bullring and Grand Central, Hammerson's wider Birmingham Estate also
contains Martineau Galleries, a 7-acre mixed use regeneration site already
owned 100% by Hammerson, representing the gateway to the city adjacent to
Curzon Street HS2 Station. The site has outline planning consent for c.1,100
homes and up to 1.3m ft(2) of commercial space. With vacant possession secured
in HY25, initial demolition and enabling works are anticipated to be able to
start by early 2026, with potential for further investment from 2027.  There
is high optionality for delivery and funding.

 

((4)) Assumes successful completion of the Placing

((5))The net initial yield increased to reflect the value of unexpired lease
incentives (i.e. rent free periods)

 

Use of Proceeds

 

The net proceeds of the Placing will be used to fund a portion of the
consideration for the Acquisition, with the remainder financed from existing
cash and the suspension of the ongoing share buyback programme.

 

Financial Impact of the Combination of the Placing and Acquisition

 

The Acquisition represents a 4% discount to June book value, a blended net
initial yield of 6.7%, and a topped-up net initial yield of 7.7%.

 

Combined, the proposed Placing and Acquisition are expected to be immediately
accretive to earnings (HY25 pro forma EPS accretion +4%) with minimal NTA
dilution (c.2%). As detailed in the HY Results announced today, Hammerson now
expects c.17% GRI growth for FY25 and EPRA earnings of c.£102m and remains on
track to achieve its medium term financial framework.

 

Pro forma for the acquisition of Bullring and Grand Central, LTV would stand
at around 37% and net debt:EBITDA at around 7.9x, commensurate with the
Group's solid IG credit rating.((6))

 

((6)) Assumes successful completion of the Placing

 

Details of the Placing

 

The Placing is being conducted through an accelerated bookbuild (the
"Bookbuild") which will be launched immediately following the release of this
Announcement. Morgan Stanley & Co. International plc ("Morgan Stanley") is
acting as Global Co-ordinator and Financial Advisor in connection with the
Placing. Investec Bank Limited ("Investec") and Peel Hunt LLP ("Peel Hunt")
and together with Morgan Stanley, the "Joint Bookrunners", or the "Banks") are
acting as Joint Bookrunners in connection with the Placing. Investec will also
act as JSE Sponsor to the Company in South Africa. The Bookbuild may close at
any time after launch, at the discretion of the Banks and the Company.

 

Investec has also been appointed as the Company's Authorised Dealer within the
meaning of the Currency and Exchange Manual for Authorised Dealers issued by
the Financial Surveillance Department of the South African Reserve Bank (the
"Authorised Dealer").

 

The Placing Shares in aggregate will represent up to 10% of the current issued
share capital of the Company.

 

The price at which the Placing Shares are to be placed (the "Placing Price")
will be determined at the close of the Bookbuild by agreement between the
Company and the Banks. The timing of the closing of the Bookbuild, the Placing
Price and the number of Placing Shares to be placed will be agreed between the
Banks and the Company following completion of the Bookbuild and will then be
announced as soon as practicable on a Regulatory Information Service (the
"Pricing Announcement").

 

The Banks have today entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, the Banks
as agents, for and on behalf of, the Company have agreed to use their
respective reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price. The Placing is subject to the terms and conditions set
out in Appendix 1 to this Announcement.

 

A description of certain relevant aspects of the Placing Agreement can be
found in the Terms and Conditions contained in Appendix 1 to this Announcement
under the headings "Details of the Placing Agreement and of the Placing
Shares", "Conditions of the Placing", "Termination of the Placing Agreement"
and "Restriction on further issue of securities". The Placing will be made on
a non-pre-emptive basis. The Company will rely on the allotment and
disapplication of pre-emption rights authorities granted by shareholders to
the Company at its annual general meeting held on 15 May 2025.

 

Prior to launch of the Placing, the Company consulted with a number of its
shareholders to gauge their feedback as to the terms of and potential
participation in the Placing. The Board has concluded that the Placing is in
the best interests of shareholders and wider stakeholders and will promote the
long-term success of the Company and has chosen to proceed with the Placing.
The Placing is being structured through the Bookbuild to minimise execution
and market risk. The Board intends to apply the principles of pre-emption when
allocating Placing Shares to those shareholders that participate in the
Placing.

 

Due to the accelerated nature of the Acquisition, approval to inward list all
of the Placing Shares from the Financial Surveillance Department of the South
African Reserve Bank ("SARB Approval") has not yet been obtained. The
application for SARB Approval was submitted on 29 July 2025 by the Authorised
Dealer. SARB Approval is at the discretion of the Financial Surveillance
Department of the South African Reserve Bank and it is expected that
confirmation as to whether SARB Approval has been obtained will be known no
later than the end of August. Accordingly, transfers of the Company's ordinary
shares, and, following First Admission, transfers of any UK Placing Shares,
between the London Stock Exchange and the Johannesburg Stock Exchange will be
suspended from today until Second Admission.

 

Applications will be made for those Placing Shares, if any, other than the SA
Placing Shares, as may be, if agreed between the Banks and the Company,
specified in the executed Terms of Placing (the "UK Placing Shares") to be
admitted to (a) listing in the Equity Shares (Commercial Companies) category
of the Official List of the Financial Conduct Authority (the "FCA") (the
"Official List") and to trading on the main market for listed securities of
London Stock Exchange plc (the "London Stock Exchange"), and (b) listing on
the Official List of The Irish Stock Exchange plc, trading as Euronext Dublin
("Euronext Dublin") (the "Irish Official List") and to trading on the main
market for listed securities of Euronext Dublin  ("First Admission").

 

Applications will be made, subject to receipt of SARB Approval, for:

 

a)    those Placing Shares, if any, which are placed with placees who are
South African Qualifying Investors, as may be, if agreed between the Banks and
the Company, specified in the executed Terms of Placing (the "SA Placing
Shares") to be admitted to (A) listing in the Official List and to trading on
the main market for listed securities of London Stock Exchange, (B) listing on
the Irish Official List and to trading on the main market for listed
securities of Euronext Dublin, and (C) listing and trading as a secondary
inward listing on the Main Board of the securities exchange operated by the
JSE Limited (the "JSE"); and

 

b)    any UK Placing Shares to be admitted to listing and trading as a
secondary inward listing on the Main Board of the securities exchange operated
by the JSE ("Second Admission").

 

Subject to the First Admission becoming effective, it is expected that
settlement of subscriptions in respect of the UK Placing Shares subscribed for
by any placees and trading in the UK Placing Shares will commence at 8:00 a.m.
(London time) on 5 August 2025.

 

Second Admission is subject to receipt of SARB Approval and a long stop date
of 31 August 2025. Further announcements will be made by the Company at the
appropriate time, as and when required.

 

The Placing is conditional upon, inter alia, admission of the UK Placing
Shares becoming effective not later than 8:00 a.m. (London time) on 5 August
2025 (or such later time and/or date, being not later than 8:00 a.m. (London
time) 7 August 2025), as the Banks may agree with the Company and the Placing
Agreement not being terminated in accordance with its terms before that time.
Further details can be found in Appendix 1 to this Announcement.

 

The above proposed dates and times may be subject to change at the discretion
of the Company and the Banks.

 

The Placing Shares will, when issued, be credited as fully paid and rank pari
passu with the existing Ordinary Shares in the capital of the Company
including the right to receive all future dividends and distributions
declared, made or paid.

 

The Company has undertaken to the Banks that, between the date of this
Announcement and 120 calendar days after the date of First Admission, it will
not, directly or indirectly, issue or allot Ordinary Shares, subject to
customary exceptions or waiver by the Banks.

 

Appendix 1 to this Announcement (which forms part of the Announcement) sets
out the Terms and Conditions of the Placing. Persons (including individuals,
funds or otherwise) choosing to participate in the Placing and by making an
oral or written offer to acquire Placing Shares ("Placees") will be deemed to
have read and understood this Announcement in its entirety (including the
Appendices) and to be making a legally binding offer subject to the terms and
conditions in it, and to be providing the representations, warranties and
acknowledgements contained in Appendix 1.

 

Suspension of the share buyback programme

 

The Company announces that it is suspending the previously announced share
buyback programme of its ordinary shares of 5 pence each for up to a maximum
aggregate consideration of £140 million with immediate effect. Any
recommencement of the share buyback programme will be announced to the market.

 

The person responsible for making this Announcement on behalf of the Company
is Alex Dunn, General Counsel & Company Secretary.

 

The date and time of this Announcement is the same as the date and time that
it has been communicated to the media.

 

For further information please contact:

 

Hammerson Investor Contact

Josh
Warren
+44 (0) 20 7887 1053

 

Morgan Stanley (Global Co-ordinator, Financial Advisor, Joint Corporate
Broker)

Andrew
Foster
+44 (0) 20 7425 8000

Martin Thorneycroft

Jun Sandeman

Hannah Mackey

 

Peel Hunt (Joint Bookrunner, Joint Corporate Broker)

Capel
Irwin
+44 20 7418 8900

Sohail Akbar

Chloe Ponsonby

Henry Nicholls

 

Investec (Joint Bookrunner, JSE Sponsor)

Jarrett
Geldenhuys
+27 11 286 9481

Ashleigh Williams

Kyle Rollinson

Karl Priessnitz

 

MHP for Hammerson

Oliver
Hughes
+44 (0) 20 3128 8100

Ollie Hoare

Charles Hirst

 

Slaughter and May is acting as legal adviser to the Company in respect of the
Placing. Cravath, Swaine & Moore LLP is acting as U.S. legal adviser to
the Company in respect of the Placing. Bowmans is acting as South African
legal adviser to the Company in respect of the Placing.

Freshfields LLP is acting as legal advisers to the Banks in respect of the
Placing.

CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to the
Company in respect of the Acquisition.

IMPORTANT NOTICES

This Announcement and the information contained herein, is restricted and is
not for publication, release, transmission, forwarding or distribution,
directly or indirectly, in whole or in part, in or into the United States of
America, its territories and possessions, any state of the United States or
the District of Columbia (collectively, the "United States"), Australia,
Canada, Japan or any other jurisdiction in which such publication, release or
distribution would be unlawful.

No action has been taken by the Company or the Banks, or any of their
respective affiliates, or any person acting on its or their behalf, that
would, or which is intended to, permit a public offer of the Placing Shares in
any jurisdiction or result in the possession or distribution of this
Announcement or any other offering or publicity material relating to the
Placing Shares in any jurisdiction where action for that purpose is required.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of such jurisdictions. Persons into whose possession this
Announcement comes shall inform themselves about, and observe, such
restrictions.

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation (EU) 2017/1129 as amended from time to time (the "EU
Prospectus Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms
part of UK domestic law as amended from time to time by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation" and together with
the EU Prospectus Regulation, the "Prospectus Regulations" ) to be published.
Persons needing advice should consult an independent financial adviser.

In South Africa: (i) the Placing is not an "offer to the public" as
contemplated in the South African Companies Act 71 of 2008, as amended (the
"South African Companies Act"); (ii) this Announcement does not, nor does it
intend to, constitute a "registered prospectus" or an "advertisement", as
contemplated by the South African Companies Act; and (iii) no prospectus has
been filed with the South African Companies and Intellectual Property
Commission ("CIPC") in respect of the Placing. As a result, this Announcement
does not comply with the substance and form requirements for a prospectus set
out in the South African Companies Act and the South African Companies
Regulations, 2011, and has not been approved by, and/or registered with, the
CIPC, or any other South African authority.

This Announcement is for information purposes only and does not constitute an
offer or invitation to underwrite, buy, subscribe, sell or issue, or the
solicitation of an offer to buy, sell, acquire, dispose or subscribe for the
Placing Shares or any other security in the United States, Australia, Canada,
Japan, South Africa or in any jurisdiction in which, or to any persons to
whom, such offering, solicitation or sale would be unlawful or require
registration.

The Placing Shares have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any State or other jurisdiction of the United States, and
may not be offered, sold or transferred, directly or indirectly, in or into
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 State or other
jurisdiction of the United States. There will be no public offer of the
Placing Shares in the United States.

The Placing has not, and will not be, approved, disapproved or recommended by
the U.S. Securities and Exchange Commission, any State securities commission
or other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.

The Placing Shares have not been, nor will they be, qualified for distribution
to the public in Canada pursuant to a prospectus filed with the securities
regulatory authority of any province or territory of Canada; no prospectus has
been lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the Placing Shares have
not been, and nor will they be, registered under or offered in compliance with
the securities laws of any state, province or territory of Canada, Australia
or Japan. Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Canada, Australia, Japan or any
other jurisdiction outside the United Kingdom or to, or for the account or
benefit of any national, resident or citizen of Australia, Japan or to any
investor located or resident in Canada.

This Announcement does not constitute, or purport to include the information
required of, a disclosure document under Chapter 6D of the Corporations Act
2001 (Cth) (the "Corporations Act") or a product disclosure statement under
Chapter 7 of the Corporations Act and will not be lodged with the Australian
Securities and Investments Commission. No offer of securities is made pursuant
to this Announcement in Australia except to a person who is: (i) either a
"sophisticated investor" within the meaning of section 708(8) of the
Corporations Act or a "professional investor" within the meaning of section 9
and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for
the purposes of section 761G of the Corporations Act (and related regulations)
who has complied with all relevant requirements in this respect. No Placing
Shares may be offered for sale (or transferred, assigned or otherwise
alienated) to investors in Australia for at least 12 months after their issue,
except in circumstances where disclosure to investors is not required under
Part 6D.2 of the Corporations Act.

NOTICE TO CANADIAN INVESTORS

The Placing Shares may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Placing Shares must be made in accordance with
an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this offering
memorandum (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of
the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's
province or territory for particulars of these rights or consult with a legal
advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts
("NI 33-105"), the Agents are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in
connection with this offering.

This Announcement is for information purposes only and is directed only at
persons whose ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are: (a) persons in member states of the European Economic
Area, who are "qualified investors" within the meaning of Article 2(e) of the
EU Prospectus Regulation, or (b) persons in the United Kingdom who are
"qualified investors" within the meaning of Article 2(e) of the UK Prospectus
Regulation and (i) who are investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of
the Order, or (c) in the case of persons located in the United States, persons
who are reasonably believed to be "qualified institutional buyers" (as defined
in Rule 144A under the US Securities Act of 1933, as amended), or (d) persons
in South Africa: (i) who fall within one of the specified categories listed in
section 96(1)(a) of the South African Companies Act; or (ii) who are selected
persons, acting as principal, acquiring Placing Shares for a total
contemplated acquisition cost of R1,000,000 or more, as contemplated in
section 96(1)(b) of the South African Companies Act, or (e) persons to whom it
may otherwise be lawfully communicated (all such persons in (a), (b), (c) (d)
and (e) together being referred to as "Relevant Persons"). This Announcement
must not be acted on or relied on by persons who are not Relevant Persons.
Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. Any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.

Morgan Stanley & Co. International plc is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. Peel Hunt LLP is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority . Investec Bank Limited is an Authorised Financial Services Provider
(11750), a Registered Credit Provider (NCRCP 9), an authorised Over the
Counter Derivatives Provider, and a member of the JSE . The Banks are acting
for the Company in connection with the Placing and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their clients nor for providing advice to any other person in
relation to the Placing and/or any other matter referred to in this
Announcement. As required by applicable securities laws, the licensing status
of the Joint Bookrunners in the Republic of South Africa is as follows: Morgan
Stanley & Co. International plc holds an exemption from the licensing
requirement of the Financial Advisory and Intermediary Services Act 37 of 2002
("FAIS") and it is therefore not regulated in the Republic of South Africa.

This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Banks nor any of their respective affiliates or agents (or any
of their respective directors, officers, employees or advisers or any person
acting on their behalf) for the contents of the information contained in this
Announcement, or any other written or oral information made available to or
publicly available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of any Bank or any of
their respective Affiliates in connection with the Company, the Placing Shares
or the Placing and any responsibility therefor is expressly disclaimed. The
Banks and each of their respective Affiliates accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied, is made by
any Bank or any of their respective affiliates as to the accuracy,
completeness or sufficiency of the information contained in this Announcement.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Banks. Any
indication in this Announcement of the price at which ordinary shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. 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 for future performance
and persons reading this Announcement should consult an independent financial
adviser.

This Announcement contains certain 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 of the London Stock
Exchange or Euronext Dublin, the Prospectus Regulations, the Prospectus
Regulation Rules, the Disclosure Guidance and Transparency Rules, the
Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) of Ireland,
UK MAR or EU 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. No statement in this Announcement is or is intended to be a
profit forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily match or
exceed the historical or published earnings of the Company.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

In connection with the Placing, each of the Banks and any of their affiliates,
acting as investors for their own account, may take up a portion of the shares
in the Placing as a principal position and in that capacity may retain,
purchase, sell, offer to sell for their own accounts such shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Banks and any of their
affiliates acting in such capacity. In addition, the Banks and any of their
affiliates may enter into financing arrangements (including swaps) with
investors in connection with which the Banks and any of their respective
affiliates may from time to time acquire, hold or dispose of shares. The Banks
do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do
so.

The most recent Annual Report of the Group (which includes a section entitled
"Risks and Uncertainties" that describes the risk factors that may affect the
Group's business and financial performance) and other information about the
Group are available on the Hammerson website at www.hammerson.com. Neither the
contents of the Hammerson website nor any website accessible by hyperlinks on
the Hammerson website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation to acquire any
securities of the Company.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (i) (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 (ii)
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements" and together with the MiFID II Product
Governance Requirements, the "Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such Placing Shares 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 or the FCA Handbook
Conduct of Business Sourcebook (as applicable); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II or
the FCA Handbook Product Intervention and Product Governance Sourcebook (as
applicable) (the "Target Market Assessment"). Notwithstanding the Target
Market Assessment, Distributors (for the purposes of the Product Governance
Requirements) should note that: the price of the Placing Shares may decline
and investors could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an investment in the
Placing 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 Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Banks will only
procure investors 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 the FCA Conduct of Business Sourcebook; 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 Placing Shares.

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

 

Appendix 1 - Terms and Conditions of the Placing for invited placees only

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (I) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE "QUALIFIED INVESTORS" ("QUALIFIED INVESTORS")
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (II) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS"
WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE PROSPECTUS
REGULATION AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED AND SUPPLEMENTED (THE "UK PROSPECTUS
REGULATION") WHO ARE (A) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (B) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (C) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (C) OTHER PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B)
OR (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS") OR (III) IF IN
SOUTH AFRICA: (I) SELECTED PERSONS WHO FALL WITHIN ONE OF THE SPECIFIED
CATEGORIES LISTED IN SECTION 96(1)(A) OF THE SOUTH AFRICAN COMPANIES ACT; OR
(II) SELECTED PERSONS WHO ARE SELECTED PERSONS, ACTING AS PRINCIPAL, ACQUIRING
PLACING SHARES FOR A TOTAL CONTEMPLATED ACQUISITION COST OF R1,000,000 OR
MORE, AS CONTEMPLATED IN SECTION 96(1)(B) OF THE SOUTH AFRICAN COMPANIES ACT
("SOUTH AFRICAN QUALIFYING INVESTORS"). ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY (I) IN ANY MEMBER STATE
OF THE EEA, TO QUALIFIED INVESTORS; (II) IN THE UNITED KINGDOM, TO RELEVANT
PERSONS, AND (III) IN SOUTH AFRICA, TO SOUTH AFRICAN QUALIFYING INVESTORS, AND
WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED
ON OR RELIED ON (I) IN ANY MEMBER OF STATE OF THE EEA, BY PERSONS WHO ARE NOT
QUALIFIED INVESTORS; (II) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
RELEVANT PERSONS; OR (III) IN SOUTH AFRICA, BY PERSONS WHO ARE NOT SOUTH
AFRICAN QUALIFYING INVESTORS.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY
SECURITIES IN THE COMPANY.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE 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
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING IS BEING MADE
(A) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND
PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AND (B) IN THE UNITED STATES
ONLY TO PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL BUYERS"
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE
SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM,
THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.

The information contained in this Announcement constitutes factual information
as contemplated in section 1(3)(a) of the South African Financial Advisory and
Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not
be construed as an express or implied recommendation, guide or proposal that
any particular transaction in respect of the Placing Shares or in relation to
the business or future investments of the Company, is appropriate to the
particular investment objectives, financial situations or needs of a
prospective investor, and nothing in this Announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial
services in South Africa. The Company is not a financial services provider
licensed as such under the FAIS Act.

This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States or any Restricted Territory or in any
jurisdiction where such offer or solicitation is unlawful.

This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in any
Restricted Territory. The distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the Banks nor any
of its or their respective Affiliates nor any person acting on its or their
behalf which would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required.

Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation, nominees
and trustees) who have a contractual or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
such action. 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. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. In South Africa, the all offers of the
Placing Shares will be made to persons falling within the categories of
persons: (i) listed in section 96(1)(a) of the South African Companies Act;
and/or (ii) qualifying pursuant to section 96(1)(b) of the South African
Companies Act, therefore no prospectus will be registered with the Companies
and Intellectual Property Commission as contemplated under the South African
Companies Act. This Announcement is being distributed and communicated to
persons in the UK only in circumstances to which section 21(1) of the FSMA
does not apply.

Neither the Placing nor the Placing Shares have been approved and nor will
they be approved, disapproved or recommended by the US Securities and Exchange
Commission, any state securities commission or any other regulatory authority
in the United States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is unlawful.

Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either of the Banks or any of their respective Affiliates or any
person acting on its or their behalf as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any party or its advisers, and any
liability therefore is expressly disclaimed.

Each of the Banks is acting exclusively for the Company and no-one else in
connection with the Placing and is not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.

None of the Company, the Banks nor any of their respective Affiliates nor any
person acting on its or their behalf makes any representation or warranty,
express or implied to any Placees regarding any investment in the securities
referred to in this Announcement under the laws applicable to such Placees.
Each Placee should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing Shares.

By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for Placing
Shares has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer and subscribing
for Placing Shares on the Terms and Conditions contained in this Appendix,
including being deemed to be providing (and shall only be permitted to
participate in the Placing on the basis that they have provided) the
representations, warranties, acknowledgements and undertakings set out herein.

In particular, each such Placee represents, warrants and acknowledges that:

a)    if it is in a member state of the EEA, it is a Qualified Investor and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;

b)    if it is in the United Kingdom, it is a Relevant Person and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;

c)    if it is in South Africa, it is a South African Qualifying Investor
and undertakes that it will subscribe for, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its business;

d)    it is and, at the time the Placing Shares are subscribed for and such
subscriptions are settled, will be, (i) outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S; or (ii) (a) a QIB that has executed and
delivered, or will execute and deliver, a US Investor Letter, and (b)
subscribing for the Placing Shares pursuant to an exemption from, or in a
transaction not subject to, the registration requirements under the Securities
Act, acknowledging that the Placing Shares have not been, and will not be,
registered under the Securities Act or with any state or other jurisdiction of
the United States;

e)    it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does make the
representations, warranties, indemnities, agreements and acknowledgements,
contained in these terms and conditions;

f)     if it is a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation and Article 5(1) of the UK Prospectus
Regulation, that it understands the resale and transfer restrictions set out
in this Appendix and that any Placing Shares subscribed for by it in the
Placing will not be subscribed for on a non-discretionary basis on behalf of,
nor will they be subscribed for with a view to their offer or resale to,
persons in circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA to Qualified
Investors, in the United Kingdom to Relevant Persons or in South African to
South African Qualifying Investors, or in circumstances in which the prior
consent of the Banks has been given to each such proposed offer or resale; and

g)    the Company and each of the Banks will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
agreements.

No representation is made by any of the Banks to any Placees regarding an
investment in the Placing Shares.

Defined terms used in this Appendix 1 are set out in Appendix 2.

 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

Bookbuild

Following this Announcement, the Banks will commence the Bookbuild to
determine demand for participation in the Placing by Placees. No commissions
will be paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect. Members of the public are not entitled
to participate in the Placing. This Appendix gives details of the Terms and
Conditions of, and the mechanics of participation in, the Placing.

The Banks and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their absolute discretion,
determine.

Details of the Placing Agreement and of the Placing Shares

Morgan Stanley is acting as Global Co-ordinator, Financial Adviser and Joint
Bookrunner in connection with the Placing. Investec and Peel Hunt are acting
as Joint Bookrunners in connection with the Placing. The Banks have today
entered into a placing agreement with the Company (the "Placing Agreement")
under which, subject to the terms and conditions set out therein, each of the
Banks as agent for and on behalf of the Company, has agreed to use its
respective reasonable endeavours to procure Placees for the Placing Shares at
a price determined following completion of the Bookbuild (the "Placing
Price"). Subject to agreement with the Company as to the number of Placing
Shares to be placed with the Placees and the Placing Price, to the extent that
any such Placee:

a)    fails to pay for any or all of the SA Placing Shares which have been
allocated to it in the Placing at the SA Placing Price, the SA Settlement Bank
shall, on the terms and subject to the conditions set out in this Agreement,
itself to subscribe for such SA Placing Shares; or

b)    fails to pay for any or all of the UK Placing Shares which have been
allocated to it in the Placing at the UK Placing Price, each of the Banks
severally shall, on the terms and subject to the conditions set out in this
Agreement, itself subscribe for its relevant proportions as agreed of such UK
Placing Shares.

The Placing Price and the final number of Placing Shares will be decided at
the close of the Bookbuild following the execution of the Terms of Placing.
The timing of the closing of the book, pricing and allocations are at the
discretion of the Company and the Banks. Details of the Placing Price and the
number of Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.

The total number of shares to be issued pursuant to the Placing shall not
exceed 10% of the Company's existing issued ordinary share capital.

The Placing Shares have been duly authorised and will, when issued, be
credited as fully paid and will rank, pari passu, in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the Ordinary Shares
after the date of issue. The Placing Shares will be issued free of any
encumbrances, liens or other security interests.

Application for admission to trading

It is expected that First Admission of the UK Placing Shares will become
effective at 8:00 a.m. (London time) on 5 August 2025 (or such later time
and/or date, being not later than 8:00 a.m. (London time) on 7 August 2025),
as the Global Co-ordinator (on its own behalf and on behalf of the other
Banks) may agree with the Company).

Second Admission is subject to receipt of SARB Approval and a long stop date
of 31 August 2025. Further announcements will be made by the Company at the
appropriate time, as and when required.

 

Participation in, and principal terms of, the Placing

1.    Morgan Stanley is acting as Global Co-ordinator, Financial Adviser
and Joint Bookrunner in connection with the Placing. Investec and Peel Hunt
are acting as Joint Bookrunners in connection with the Placing. The Banks are
acting as agents of the Company, in each case severally, and not jointly nor
jointly and severally. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by any of the
Banks. Each of the Banks and their respective Affiliates and any person acting
on their behalf, are entitled to enter bids as principal in the Bookbuild.

2.    The Bookbuild, if successful, will establish the UK Placing Price
payable to the UK Settlement Bank by all UK Placees whose bids are successful
and the SA Placing Price payable to the SA Settlement Bank by all SA Placees
whose bids are successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Banks and the Company
following completion of the Bookbuild. Any discount to the market price of the
Ordinary Shares of the Company will be determined in accordance with the UK
Listing Rules, and the Irish Listing Rules. The Placing Price and the number
of Placing Shares will be announced on a Regulatory Information Service and
the Stock Exchange News Service following the completion of the Bookbuild.

3.    To participate in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of the Banks.
Each bid should state the number of UK Placing Shares or SA Placing Shares
which the prospective placee wishes to subscribe for at the relevant Placing
Price which is ultimately established by the Company and the Banks or at
prices up to a price limit specified in its bid. Bids may be scaled down by
the Banks on the basis referred to in paragraph 6 below. Each of the Banks
reserves the right not to accept bids or to accept bids in part rather than in
whole. The acceptance of the bids shall be at the relevant Bank's absolute
discretion.

4.    The Bookbuild is expected to close no later than 4:30 p.m. (London
time) on 31 July 2025 but may be closed earlier or later, at the discretion of
Global Co-ordinator and the Company. The Banks may, in agreement with the
Company, accept bids that are received after the Bookbuild has closed.

5.    Each prospective placee's allocation will be agreed between the
relevant Banks and the Company and will be confirmed to prospective placees
orally or in writing by the relevant Bank, acting as agent of the Company,
following the close of the Bookbuild, and an electronic contract note/trade
confirmation will be dispatched as soon as possible thereafter. Subject to
paragraph 8 below, the relevant Bank's oral or written confirmation to such
prospective placee will constitute an irrevocable legally binding commitment
upon such person (who will at that point become a Placee) in favour of such
Bank and the Company, under which such Placee agrees to subscribe for the
number of Placing Shares allocated to it and to pay the relevant Placing Price
for each such Placing Share on the Terms and Conditions set out in this
Appendix and in accordance with the Company's articles of association and each
Placee will be deemed to have read and understood this Announcement (including
the appendices) in its entirety.

6.    Subject to paragraphs 3 and 4 above, the Banks will, in effecting the
Placing, agree with the Company the identity of the Placees and the basis of
allocation of the Placing Shares and may scale down any bids for this purpose
on such basis as it may determine. The Banks may also, notwithstanding
paragraphs 3 and 4 above (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The acceptance of offers shall be at the
absolute discretion of the Banks, subject to agreement with the Company. If
within a reasonable time after a request for verification of identity, the
Banks have not received such satisfactory evidence, the Banks may, in their
absolute discretion, terminate the Placee's Placing participation in which
case all funds delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from which they
were originally debited.

7.    The Placing Shares are being offered and sold by the Company (a)
outside the United States in "offshore transactions" as defined in, and
pursuant to, Regulation S under the Securities Act; and (b) in the United
States only to persons reasonably believed to be QIBs in transactions pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. A potential placee and the prospective
beneficial owner of the Placing Shares is, and at the time the Placing Shares
are subscribed for will be, either: (i) outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as defined in,
and pursuant to, Regulation S under the Securities Act; or (ii) (a) a QIB that
has executed and delivered, or will execute and deliver, a US Investor Letter;
and (b) subscribing for the Placing Shares pursuant to an exemption from, or
in a transaction not subject to, the registration requirements under the
Securities Act, acknowledging that the Placing Shares have not been, and will
not be, registered under the Securities Act or with any state or other
jurisdiction of the United States. With respect to (ii) above, it is
subscribing for the Placing Shares for its own account or for one or more
accounts as to each of which it exercises sole investment discretion and each
of which is a QIB, for investment purposes only and not with a view to any
distribution or for resale in connection with the distribution thereof in
whole or in part, in the United States, and it has full power to make the
representations, warranties, indemnities, acknowledgements, agreements and
undertakings in this Announcement on behalf of each such account.

8.    A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with the relevant Bank's consent will
not be capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate, irrevocable and
binding obligation to pay (or as it may direct) in cleared funds:

a.    in the case of UK Placees, to the UK Settlement Bank an amount equal
to the product of the UK Placing Price and the number of UK Placing Shares
that such UK Placee has been allocated to it and has agreed to subscribe for;
or

b.    in the case of SA Placees, to the SA Settlement Bank an amount equal
to the product of the SA Placing Price and the number of SA Placing Shares
that such SA Placee has been allocated to it and has agreed to subscribe for,

and in each case, such Placee's obligations will be owed to the relevant
Settlement Bank. The Company shall, conditional on either First Admission or
Second Admission (as applicable), allot such UK Placing Shares or SA Placing
Shares (as applicable) to each Placee following each Placee's payment to the
relevant Settlement Bank of such amount.

9.    Except as required by law or regulation, no press release or other
announcement will be made by any Bank or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.

10.  Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing is/are confirmed, settlement for all UK Placing Shares to be
subscribed for pursuant to the Placing will be required to be made at the same
time as First Admission, and settlement for all SA Placing Shares to be
subscribed for pursuant to the Placing will be required to be made at the same
time as Second Admission, on the basis explained below under "Registration and
Settlement".

11.  All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Termination of the Placing Agreement".

12.  By participating in the Bookbuild, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by a Bank.

13.  To the fullest extent permissible by law, none of the Banks nor any of
their respective Affiliates nor any person acting on its or their behalf shall
have any responsibility or liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in connection with the
Placing, the Placing Shares, the Acquisition or otherwise. In particular, none
of the Banks nor any of their respective Affiliates nor any person acting on
its or their behalf shall have any responsibility or liability (including to
the fullest extent permissible by law, any fiduciary duties) in respect of the
Banks' conduct of the Bookbuild or of such alternative method of effecting the
Placing as the Banks and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Banks'
obligations under the Placing Agreement are conditional on certain conditions,
including (but not limited to):

1.    the execution of the agreement duly entered into by the Company on
the date of this Announcement pursuant to which it has made the Acquisition
(the "Acquisition Agreement") by the parties thereto, the Acquisition
Agreement not having been terminated or rescinded, in each case prior to First
Admission;

2.    there having been no alteration, revision or amendment of any of the
terms or conditions of the Acquisition Agreement (or any document entered into
pursuant to or in connection with the Acquisition Agreement) or waiver,
variation, compromise or release of any obligation under the Acquisition
Agreement nor the grant of any time for performance or other indulgence to any
party under the Acquisition Agreement, in each case prior to First Admission;

3.    there not having occurred or been disclosed any Material Adverse
Event in relation to the Company and its subsidiaries (the "Group") at any
time prior to First Admission;

4.    publication by the Company of this Announcement and the H1 Results
Announcement by no later than 8.00 a.m. on the date of the Placing Agreement
(or such later time and date as the Company and the Global Co-ordinator (on
its own behalf and on behalf of the other Banks) may agree);

5.    the Terms of Placing having been executed and delivered by the
Company and the Banks;

6.    the release by the Company of the Pricing Announcement as soon as
reasonably practicable following the execution of the Terms of Placing

7.    each of the warranties on the part of the Company in the Placing
Agreement not being untrue, inaccurate or misleading as of the date of the
Placing Agreement and immediately prior to First Admission;

8.    the Company not being in breach of any of its obligations under the
Placing Agreement, which fall to be performed before First Admission, except
for any breaches which the Global Co-ordinator considers not to be material in
the context of the Placing, the underwriting of the Placing Shares or
Admission;

9.    the Company having allotted the UK Placing Shares to the UK Placees
prior to First Admission;

10.  First Admission of the UK Placing Shares occurring at or before 8:00
a.m. (London time) on 5 August 2025 (or such later time and/or date, being not
later than 8:00 a.m. (London time) 7 August 2025) as the Global Co-ordinator
(on its own behalf and on behalf of the other Banks) may agree with the
Company in writing).

The Banks' obligations under the Placing Agreement insofar as they relate to
the SA Placing Shares and remain to be performed on or after First Admission
will, in addition to the conditions set out above, be conditional on certain
further conditions, including (but not limited to):

1.    no Material Adverse Effect having occurred prior to Second Admission;

2.    the warranties being true, accurate and not misleading as at Second
Admission, save in each case as in the opinion of the Global Co-ordinator
(acting in good faith) is not material in the context of the Placing or
Admission;

3.    the Company having complied with all of the agreements and
undertakings and satisfied or performed all of the conditions and obligations
on its part to be performed or satisfied under this Agreement after the First
Admission and on or before the Second Admission, save in each case for any non
compliance which in the opinion of the Global Co-ordinator (acting in good
faith) is not (singly or in aggregate) material in the context of the Placing
or Admission;

4.    the SA Placing Shares having been allotted prior to the Second
Admission; and

5.    Second Admission having occurred by 8.00 a.m. on the day on which the
transactions effected under the Placing Agreement in respect of the SA Placing
Shares will be settled, which will be no later than the Second Admission Long
Stop Date (or such later time and date as the Company and the Global
Co-ordinator (on its own behalf and on behalf of the other Banks) may agree).

If: (i) any of the conditions contained in the Placing Agreement, including
those described above, is not fulfilled or (where applicable) waived by the
Global Co-ordinator (on its own behalf and on behalf of the other Banks) by
the relevant time or date specified (or such later time or date as the Company
and the Global Co-ordinator may agree (on behalf of the Banks); or (ii) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect thereof.

The Global Co-ordinator (on its own behalf and on behalf of the other Banks)
may, at its discretion and upon such terms as it thinks fit, extend the time
for the satisfaction of any condition or waive compliance by the Company with
the whole or any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement (other than those conditions described in
points 4, 5, 8 and certain other conditions, which may not be waived under the
terms of the Placing Agreement). Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.

None of the Banks nor their respective Affiliates nor any person acting on its
or their behalf shall have any liability or responsibility to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition to the Placing nor
for any decision it may make as to the satisfaction of any condition or in
respect of the Placing generally and by participating in the Placing, each
Placee agrees that any such decision is within the absolute discretion of the
Banks.

By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the Placee.

Termination of the Placing Agreement

The Global Co-ordinator (on its own behalf and on behalf of the other Banks)
is entitled, at any time on or before First Admission, to terminate the
Placing Agreement in accordance with its terms in certain circumstances,
including, inter alia, if: (i) there has been a breach by the Company of any
of the warranties or any failure by the Company to perform any of its
obligations contained in the Placing Agreement which the Global Co-ordinator
(acting in good faith) considers to be material in the context of the Group
taken as a whole, Placing and/or Admission; (ii) any statement contained in
any document or announcement issued or published in connection with the
Placing or the Acquisition being untrue, incorrect or misleading; (iii) there
has been a Material Adverse Event in relation to the Group; (iv) there is a
cancellation or suspension by the FCA, the London Stock Exchange, the JSE or
Euronext Dublin of trading in the Company's securities; or (v) upon the
occurrence of certain force majeure events.

The Global Co-ordinator (on its own behalf and on behalf of the other Banks)
is entitled, at any time before Second Admission, to cease and terminate its
obligations under the Placing Agreement insofar as they relate to the SA
Placing Shares and remain to be performed on or after First Admission (and no
party will have any claim against any other party under the Placing Agreement
in relation to such obligations) in certain circumstances, including, inter
alia, if: (i) there has been a breach by the Company of any of the warranties
or any failure by the Company to perform any of its obligations contained in
the Placing Agreement which the Global Co-ordinator (acting in good faith)
considers to be material in the context of the Group taken as a whole, Placing
and/or Admission; (ii) there has been a Material Adverse Event in relation to
the Group; (iii) there is a cancellation or suspension by the FCA, the London
Stock Exchange, the JSE or Euronext Dublin of trading in the Company's
securities; or (iv) upon the occurrence of certain force majeure events.

If circumstances arise that would allow the Banks to terminate the Placing
Agreement, they may nevertheless determine to allow either First Admission or
Second Admission (as applicable) to proceed. By participating in the Placing,
each Placee agrees that its rights and obligations terminate only in the
circumstances described above and under "Conditions of the Placing" above and
will not be capable of rescission or termination by it after oral or written
confirmation by the Banks following the close of the Bookbuild.

By participating in the Placing, Placees agree that the exercise or
non-exercise by the Global Co-ordinator (on its own behalf and on behalf of
the other Banks) of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of the Global
Co-ordinator or for agreement between the Company and the Global Co-ordinator
(as the case may be) and that neither the Company nor the Global Co-ordinator
need make any reference to, or consultation with, Placees and that neither
they nor any of their respective Affiliates nor any person acting on its or
their behalf shall have any liability to Placees whatsoever in connection with
any such exercise or failure to so exercise.

No prospectus

No offering document, prospectus, offering memorandum or admission document
has been or will be prepared or submitted to be approved by the FCA (or any
other authority) or submitted to the London Stock Exchange, the JSE, the South
African Companies and Intellectual Property Commission, the Central Bank of
Ireland or Euronext Dublin or in any other jurisdiction in relation to the
Placing or Admission and no such prospectus is required (in accordance with
the EU Prospectus Regulation or the UK Prospectus Regulation) to be published
in the United Kingdom or any equivalent document in any jurisdiction.

In South Africa, the all offers of the Placing Shares will be made to persons
falling within the categories of persons: (i) listed in section 96(1)(a) of
the South African Companies Act; and/or (ii) qualifying pursuant to section
96(1)(b) of the South African Companies Act, therefore no prospectus will be
registered with the Companies and Intellectual Property Commission as
contemplated under the South African Companies Act.

Placees' commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below) previously
published by or on behalf of the Company simultaneously with or prior to the
date of this Announcement and subject to the further terms set forth in the
electronic contract note/trade confirmation to be provided to individual
prospective placees.

Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the publicly available information released
by or on behalf of the Company is exclusively the responsibility of the
Company and confirms to the Banks and the Company that it has neither received
nor relied on any other information, representation, warranty, or statement
made by or on behalf of the Company (other than publicly available
information), the Banks or their respective Affiliates or any person acting on
its or their behalf. None of the Company, the Banks, any of their respective
Affiliates or any person acting on its or their behalf will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company and the assets being acquired pursuant to the
Acquisition in accepting a participation in the Placing. Nothing in this
paragraph shall exclude or limit the liability of any person for fraud or
fraudulent misrepresentation by that person.

Restriction on further issue of securities

The Company has undertaken to the Banks that, between the date of the Placing
Agreement and 120 calendar days after (but including) the date of Admission,
it will not, without the prior written consent of the Global Co-ordinator,
directly or indirectly issue or allot Ordinary Shares, subject to customary
exceptions and waiver by the Global Co-ordinator.

By participating in the Placing, Placees agree that the exercise by the Global
Co-ordinator of any power to grant consent to waive the aforementioned
undertaking by the Company shall be within the absolute discretion of the
Global Co-ordinator and that they need not make any reference to, or
consultation with, Placees and that they shall have no liability to Placees
whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

United Kingdom

Settlement of transactions in the UK Placing Shares (ISIN: GB00BRJQ8J25)
following First Admission will take place within the relevant system
administered by Euroclear ("CREST"), using the delivery versus payment
mechanism, subject to certain exceptions. Subject to certain exceptions, the
UK Settlement Bank and the Company reserve the right to require settlement
for, and delivery of, the UK Placing Shares to UK Placees by such other means
that they deem necessary if delivery or settlement is not possible or
practicable in CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the UK Placee's
jurisdiction.

Following the close of the Bookbuild for the Placing, each UK Placee allocated
UK Placing Shares in the Placing will be sent an electronic contract
note/trade confirmation in accordance with the standing arrangements in place
with the UK Settlement Bank stating the number of Placing Shares to be
allocated to it at the relevant UK Placing Price, the aggregate amount owed by
such UK Placee to the UK Settlement Bank and settlement instructions. It is
expected that such electronic contract note/trade confirmation will be
dispatched on or around 1 August 2025 and that this will also be the trade
date.

Each UK Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the UK
Settlement Bank. In the event of any difficulties or delays in the admission
of the UK Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the UK Settlement Bank may agree that the UK Placing
Shares will be issued in certificated form.

The Company will deliver the UK Placing Shares to the UK Settlement Bank
(CREST Participant ID: 50703, Member Account ID: FIRM) as agent for the
Company. The UK Placing Shares will be credited to the UK Settlement Bank's
CREST account by way of a registrars adjustment and therefore Hammerson will
not be required to enter any form of receipt instruction into CREST. The input
to CREST by a UK Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that UK Placee on a delivery
against payment basis.

South Africa

Settlement of transactions in the SA Placing Shares (ISIN: GB00BK7YQK64)
following Second Admission will take place within the relevant system
administered by Strate Proprietary Limited ("Strate"), using the delivery
versus payment mechanism, subject to certain exceptions. Subject to certain
exceptions, the SA Settlement Bank and the Company reserve the right to
require settlement for, and delivery of, the SA Placing Shares to SA Placees
by such other means that they deem necessary if delivery or settlement is not
possible or practicable in Strate within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in
the SA Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each SA Placee allocated
SA Placing Shares in the Placing will be sent an electronic contract
note/trade confirmation in accordance with the standing arrangements in place
with the SA Settlement Bank stating the number of Placing Shares to be
allocated to it at the relevant Placing Price, the aggregate amount owed by
such Placee to the SA Settlement Bank and settlement instructions. It is
expected that such electronic contract note/trade confirmation will be
dispatched on or on or around 1 August 2025 for the SA Placing Shares, but no
later than the Second Admission Date Long Stop Date.

Each SA Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing Strate or
certificated settlement instructions that it has in place with the SA
Settlement Bank. In the event of any difficulties or delays in the admission
of the SA Placing Shares to Strate or the use of Strate in relation to the
Placing, the Company and the SA Settlement Bank may agree that the SA Placing
Shares will be issued in certificated form.

The Company will deliver the SA Placing Shares to the Strate stock account of
the Strate Nominee (registration number 1989/002235/07) , as agent for the
Company. The Placing Shares will be credited to the SA Settlement Bank and by
way of a registrars adjustment and therefore the Company will not be required
to enter any form of receipt instruction into Strate. The input to Strate by a
SA Placee of a matching or acceptance instruction will then allow delivery of
the relevant SA Placing Shares to that SA Placee on a delivery against payment
basis.

General

It is expected that settlement of the UK Placing Shares will be on 5 August on
a T+3 basis in accordance with the instructions given to the Banks.

Each Placee agrees that, if it does not comply with these obligations, the
Banks may sell any or all of the Placing Shares allocated to that Placee on
such Placee's behalf and retain from the proceeds, for the Company's account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear
any Transfer Taxes imposed in any jurisdiction which may arise upon the sale
of such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on the Banks all such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm
all actions which the Banks lawfully take in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the electronic contract note/trade confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject to as provided below, be so registered free from any liability
to UK stamp duty or UK stamp duty reserve tax, Irish stamp duty or any South
African or Transfer Taxes. If there are any circumstances in which any other
Transfer Taxes are payable in respect of the allocation, allotment, issue or
delivery of the Placing Shares (or for the avoidance of doubt if any Transfer
Taxes are payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares), the Placees shall bear all such Transfer Taxes
amounts and neither the Banks nor the Company shall be responsible for the
payment of such amounts.

Representations and warranties

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any such prospective placee) with the
Banks (in their capacities as Joint Bookrunners, as agents of the Company in
respect of the Placing and to the extent to which they are underwriters of the
Placing Shares) and the Company, in each case as a fundamental term of its
application for Placing Shares, that:

1.    it has read and understood this Announcement, in its entirety and
that its participation in the Bookbuild and the Placing and its subscription
for and purchase of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement and that it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company, the
Acquisition, the Placing Shares or otherwise;

2.    no offering document, prospectus, offering memorandum or admission
document has been or will be prepared in connection with the Placing or is
required under the EU Prospectus Regulation or the UK Prospectus Regulation
and it has not received and will not receive an offering document, prospectus,
offering memorandum or admission document in connection with the Bookbuild,
the Placing, the Company, Admission, the Placing Shares or otherwise;

3.    in South Africa, the all offers of the Placing Shares will be made to
persons falling within the categories of persons: (i) listed in section
96(1)(a) of the South African Companies Act; and/or (ii) qualifying pursuant
to section 96(1)(b) of the South African Companies Act, therefore no
prospectus will be registered with the Companies and Intellectual Property
Commission as contemplated under the South African Companies Act;

4.    (i) it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing based on this Announcement and any information
publicly announced to a Regulatory Information Service or via the Stock
Exchange News Service by or on behalf of the Company on or prior to the date
of this Announcement; (ii) the Ordinary Shares are admitted to (x) the Equity
Shares (Commercial Companies) category of the Official List of the FCA and are
admitted to trading on the main market of the London Stock Exchange, (y) the
Main Board of the JSE, and (z) the Irish Official List and to trading on the
Euronext Dublin Market, and that the Company is therefore required to publish
certain business and financial information in accordance with UK MAR, the
South African Financial Markets Act, EU MAR, the  Transparency (Directive
2004/109/EC) Regulations 2007 (as amended) of Ireland and the rules and
practices of the London Stock Exchange, the FCA, the JSE and Euronext Dublin
(collectively and together with the information referred to in (i) above, the
"Exchange Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to obtain or access
such Exchange Information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any other
publicly traded company, without undue difficulty; and (iii) it has had access
to such Exchange Information concerning the Company, the Placing and the
Placing Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has relied on
that investigation for the purposes of its decision to participate in the
Placing;

5.    none of the Banks, nor the Company nor any of their respective
Affiliates nor any person acting on its or their behalf has provided, and none
of them will provide, it with any material or information regarding the
Placing Shares, the Bookbuild, the Placing or the Company or any other person
other than this Announcement, such information being all that it deems
necessary to make any investment decision in respect of the Placing Shares,
nor has it requested any Bank, the Company, or any of their respective
Affiliates or any person acting on its or their behalf to provide it with any
such material or information;

6.    unless otherwise specifically agreed with the Banks, that they are
not, and at the time the Placing Shares are subscribed for and such
subscription is settled, neither it nor the beneficial owner of the Placing
Shares will be, a resident of a Restricted Territory or any other jurisdiction
in which it would be unlawful to make or accept an offer to subscribe for the
Placing Shares; and further acknowledges that the Placing Shares have not been
and will not be registered or otherwise qualified, for offer and sale nor will
an offering document, prospectus, offering memorandum or admission document be
cleared or approved in respect of any of the Placing Shares under the
securities legislation of the United States, Australia, Canada or Japan or any
other Restricted Territory and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or indirectly,
in or into those jurisdictions or in any country or jurisdiction where any
such action for that purpose is required;

7.    the content of this Announcement is exclusively the responsibility of
the Company and that none of the Banks nor any of their respective Affiliates
nor any person acting on its or their behalf has or shall have any
responsibility or liability for any information, representation or statement
contained in this Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without limitation, any
Exchange Information, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or any information previously
published by or on behalf of the Company or otherwise;

8.    the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any Exchange Information, that it
received and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the Placing Shares
and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by the Banks or
the Company and none of the Banks, the Company nor any of their respective
Affiliates nor any person acting on its or their behalf will be liable for any
Placee's decision to accept an invitation to participate in the Placing based
on any other information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied solely on its own
investigation, examination and due diligence of the business, financial or
other position of the Company and the assets being acquired pursuant to the
Acquisition in deciding to participate in the Placing and that none of the
Banks nor any of their Affiliates nor any person acting on its or their behalf
have made any representations to it, express or implied, with respect to the
Company, the Acquisition, the Bookbuild, the Placing and the Placing Shares or
the accuracy, completeness or adequacy of the Exchange Information, and each
of them expressly disclaims any liability in respect thereof;

9.    it has not relied on any information relating to the Company
contained in any research reports prepared by any of the Banks or their
respective Affiliates or any person acting on its or their behalf and
understands that (i) none of the Banks nor any of their respective Affiliates
nor any person acting on its or their behalf has or shall have any liability
for public information or any representation; (ii) none of the Banks nor any
of their respective Affiliates nor any person acting on its or their behalf
has or shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date of
publication, the date of this document or otherwise; and that (iii) none of
the Banks nor any of their respective Affiliates nor any person acting on its
or their behalf makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of such information, whether at the
date of publication, the date of this Announcement or otherwise;

10.  the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being subscribed for
in connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;

11.  no action has been or will be taken by the Company, the Banks or their
respective Affiliates or any person acting on its or their behalf that would,
or is intended to, permit a public offer of the Placing Shares in the United
States or in any country or jurisdiction where any such action for that
purpose is required;

12.  it and any person acting on its behalf is entitled to subscribe for and
purchase the Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their respective
Affiliates or any person acting on its or their behalf acting in breach of the
legal or regulatory requirements of any jurisdiction in connection with the
Placing;

13.  it (and any person acting on its behalf) has all necessary capacity and
has obtained all necessary consents and authorities to enable it to commit to
its participation in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) and will honour such
obligations;

14.  it has complied with its obligations under the Criminal Justice Act
1993, UK MAR and in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA, the
South African Prevention of Organised Crime Act 121 of 1998, the South African
Prevention and Combatting of Corrupt Activities Act 12 of 2004, the Criminal
Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2018 (as
amended) (of Ireland) and EU MAR and any related or similar rules, regulations
or guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for verification of
identity, the Banks have not received such satisfactory evidence, the relevant
Bank may, in its absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to the Banks
will be returned without interest to the account of the drawee bank or CREST
or Strate account from which they were originally debited;

15.  it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and has full
power to make, and does make, the acknowledgments, representations and
agreements herein on behalf of each such person; and (ii) it is and will
remain liable to the Banks and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person);

16.  if it is in a member state of the EEA, it is a Qualified Investor and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business only;

17.  if it is in the United Kingdom, it is a Relevant Person and undertakes
that it will subscribe for, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business only;

18.  if it is in South Africa, it is a South African Qualifying Investor and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business only;

19.  it understands that any investment or investment activity to which this
Announcement relates is available only to, in the United Kingdom, Relevant
Persons, and in any member state of the EEA, Qualified Investors, and in South
Africa, South African Qualifying Investors, and will be engaged in only with
such persons, and further understands that this Announcement must not be acted
on or relied on by persons who are not, in the United Kingdom, Relevant
Persons and, in any member state of the EEA, Qualified Investors and, in South
Africa, South African Qualifying Investors;

20.  it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into the United States (including electronic
copies thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any person;

21.  where it is subscribing for the Placing Shares for one or more managed
accounts, it represents, warrants and undertakes that it is authorised in
writing by each managed account to subscribe for the Placing Shares for each
managed account and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;

22.  if it is a pension fund or investment company, it represents, warrants
and undertakes that its subscription for Placing Shares is in full compliance
with applicable laws and regulations;

23.  if it is acting as a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation and Article 5(1) of the UK
Prospectus Regulation, that the Placing Shares subscribed for by it in the
Placing will not be subscribed for on a non-discretionary basis on behalf of,
nor will they be subscribed for with a view to their offer or resale to,
persons in a member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons or persons in South Africa
other than South African Qualifying Investors, or in circumstances in which
the prior consent of the Banks has been given to the proposed offer or resale;

24.  any offer of Placing Shares may only be directed at persons in member
states of the EEA who are Qualified Investors and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to Qualified
Investors or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of the EEA
within the meaning of the EU Prospectus Regulation;

25.  any offer of Placing Shares may only be directed at persons in the
United Kingdom who are Relevant Persons and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to the expiry of a
period of six months from Admission except to Relevant Persons or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in the United Kingdom within the meaning of the UK Prospectus
Regulation and section 85(1) of FSMA;

26.  any offer of Placing Shares may only be directed at persons in South
Africa who are South African Qualifying Investors and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in South Africa prior to Admission except to South
African Qualifying Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public;

27.  it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to the Placing Shares in circumstances in which section 21(1) of the FSMA does
not require approval of the communication by an authorised person and agrees
that this Announcement has not been approved by any of the Banks in their
respective capacity as an authorised person under section 21 of FSMA and it
may not therefore be subject to the controls which would apply if it was made
or approved as financial promotion by an authorised person;

28.  it has complied and will comply with all applicable laws (including
without limitation, all relevant provisions of the FSMA in the UK and the
equivalent provisions under securities laws applicable in any other applicable
jurisdiction, including Chapter X of the South African Financial Markets Act)
with respect to anything done by it in relation to the Placing Shares;

29.  if it has received any "inside information" (as defined under the Market
Abuse Regulation or the South African Financial Markets Act) about the Company
in advance of the Placing, it has not: (i) dealt in the securities of the
Company; (ii) encouraged or required another person to deal in the securities
of the Company; or (iii) disclosed such information to any person except as
permitted by the Market Abuse Regulation or the South African Financial
Markets Act, as applicable, prior to the information being made publicly
available;

30.  (i) it (and any person acting on its behalf) has the funds available to
pay for, and has capacity and authority and is otherwise entitled to purchase,
the Placing Shares under the laws of all relevant jurisdictions which apply to
it; (ii) it has paid any Transfer Taxes due in connection with its
participation in any territory; (iii) it has not taken any action which will
or may result in the Company, the Banks or any of their respective Affiliates
or any person acting on its or their behalf being in breach of the legal
and/or regulatory requirements and/or any anti-money laundering requirements
of any territory in connection with the Placing; and (iv) that the
subscription for and purchase of the Placing Shares by it or any person acting
on its behalf will be in compliance with applicable laws and regulations in
the jurisdiction of its residence, the residence of the Company, or otherwise;

31.  it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with the Terms and Conditions of
this Announcement on the due time and date set out herein against delivery of
such Placing Shares to it, failing which the relevant Placing Shares may be
placed with other Placees or sold as the Banks may in their absolute
discretion determine and without liability to such Placee. It will, however,
remain liable for any shortfall below the net proceeds of such sale and the
placing proceeds of such Placing Shares and may be required to bear any
Transfer Taxes due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing Shares on
its behalf;

32.  its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares to which it will be entitled, and required, to
subscribe for, and that the Banks or the Company may call upon it to subscribe
for a lower number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;

33.  none of the Banks nor any of their respective Affiliates nor any person
acting on its or their behalf is making any recommendations to it, or advising
it regarding the suitability or merits of any transactions it may enter into
in connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of the Banks and that the Banks
do not have any duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of the Banks' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;

34.  the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the
Company, the Banks nor any of their respective Affiliates nor any person
acting on its or their behalf will be responsible for any liability to
Transfer Taxes resulting from a failure to observe this requirement
("Indemnified Taxes"). Each Placee and any person acting on behalf of such
Placee agrees to indemnify each of the Company, the Banks and any of their
respective Affiliates and any person acting on its or their behalf on an
after-tax basis in respect of any Indemnified Taxes;

35.  subject to First Admission, the UK Placing Shares will be allotted to
the CREST stock account of the UK Settlement Bank who will hold them as
nominee on behalf of such UK Placee until settlement in accordance with its
standing settlement instructions with payment for the UK Placing Shares being
made simultaneously upon receipt of the UK Placing Shares in the UK Placee's
stock account on a delivery versus payment basis;

36.  subject to Second Admission, the SA Placing Shares will be allocated to
the Strate stock account of the Strate Nominee who will hold them as nominee
on behalf of such SA Placee until settlement in accordance with its standing
settlement instructions with payment for the SA Placing Shares being made
simultaneously upon receipt of the SA Placing Shares in the SA Placee's stock
account on a delivery versus payment basis;

37.  these Terms and Conditions and any agreements entered into by it
pursuant to Terms and Conditions, and any non-contractual obligations arising
out of or in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales and it subjects (on
behalf of itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any claim, dispute
or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Banks or the Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;

38.  each of the Banks, the Company, their respective Affiliates and any
person acting on its or their behalf will rely upon the truth and accuracy of
the representations, warranties, agreements, undertakings and acknowledgements
contained in this Announcement and which are given to each of the Banks on
their own behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises each of the Banks and the Company to produce this
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters contained in this Announcement;

39.  it will indemnify on an after-tax basis and hold each of the Banks, the
Company and their respective Affiliates and any person acting on its or their
behalf harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or indirectly, or
in connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix 1 shall survive after completion
of the Placing;

40.  it irrevocably appoints any director or authorised signatories of the
Banks as its agent for the purposes of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing;

41.  it irrevocably appoints any director or authorised signatories of the
Banks as its agent for the purposes of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing;

42.  in making any decision to subscribe for the Placing Shares (i) it has
sufficient knowledge, sophistication and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for or purchasing the Placing Shares; (ii) it is
experienced in investing in securities of this nature in this sector and is
aware that it may be required to bear, and is able to bear, the economic risk
of participating in, and is able to sustain a complete loss in connection
with, the Placing; (iii) it has relied on its own examination, due diligence
and analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group and the assets being acquired in the Acquisition
operate, and the terms of the Placing, including the merits and risks involved
and not upon any view expressed or information provided by or on behalf of the
Banks; (iv) it has had sufficient time and access to information to consider
and conduct its own investigation with respect to the offer and purchase of
the Placing Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such investment
and has so conducted its own investigation to the extent it deems necessary to
enable it to make an informed and intelligent decision with respect to making
an investment in the Placing Shares; (v) it is aware and understands that an
investment in the Placing Shares involves a considerable degree of risk; and
(vi) it will not look to the Banks or any of their respective Affiliates or
any person acting on its or their behalf for all or part of any such loss or
losses it or they may suffer;

43.  neither the Company, the Banks, their respective Affiliates nor any
person acting on its or their behalf owe any fiduciary or other duties to it
or any Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;

44.  it may not rely on any investigation that any of the Banks or their
respective Affiliates or any person acting on its or their behalf may or may
not have conducted with respect to the Company and its Affiliates, the assets
being acquired in the Acquisition or the Placing and each of the Banks has not
made any representation or warranty to it, express or implied, with respect to
the merits of the Placing, the subscription for or purchase of the Placing
Shares, or as to the condition, financial or otherwise, of the Company and its
Affiliates and the assets being acquired in the Acquisition, or as to any
other matter relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to subscribe for the Placing Shares.
It acknowledges and agrees that no information has been prepared by, or is the
responsibility of, any of the Banks or their respective Affiliates or any
person acting on its or their behalf for the purposes of this Placing;

45.  it will not hold any of the Banks and/or any of their respective
Affiliates or any person acting on its or their behalf responsible or liable
for any misstatements in or omission from any publicly available information
relating to the Group or information made available (whether in written, oral
or in a visual or electronic form, and howsoever transmitted or made
available) relating to the Group or the assets being acquired in the
Acquisition and that no such person makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
information or accepts any responsibility for any of such information;

46.  in connection with the Placing, each of the Banks and any of their
respective Affiliates and any person acting on its or their behalf may take up
a portion of the Placing Shares as a principal position and in that capacity
may retain, purchase or sell for its own account such shares in the Company
and any other securities of the Company or related investments and may offer
or sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this Announcement to
Placing Shares being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to the Banks or any
of their respective Affiliates or any person acting on its or their behalf, in
each case, acting in such capacity. In addition any of the Banks and any of
their respective Affiliates and any person acting on its or their behalf may
enter into financing arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which such person(s) may from
time to time subscribe for, hold or dispose of such securities of the Company,
including the Placing Shares. None of the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf intends to disclose
the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so;

47.  each of the Banks and their respective Affiliates may have engaged in
transactions with, and provided various commercial banking, investment
banking, financial advisory transactions and services in the ordinary course
of their business with the Company and/or its Affiliates for which they would
have received customary fees and commissions. Each of the Banks and their
respective Affiliates may provide such services to the Company and/or its
Affiliates in the future;

48.  a communication that the transaction or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by the Bank(s). Each of the Banks reserves the right to take up a
portion of the securities in the Placing as a principal position at any stage
at its sole discretion and will, inter alia, take account of the Company's
objectives, UK MiFIR, EU MiFIR and MiFID II requirements and/or its allocation
policies;

49.  if it is in Australia, it is a "sophisticated investor" or a
"professional investor" within the meaning of sections 708(8) and (11) of the
Corporations Act and it understands and acknowledges that, for a period of 12
months from the date of this Announcement, no transfer of any interest in the
Placing Shares may be made to any person in Australia except to "sophisticated
investors" or "professional investors" or otherwise in accordance with section
707(3) of the Corporations Act;

50.  if it is in Canada:

a.    it understands that the offering of the Placing Shares is being made
on a private placement basis only in the provinces of British Columbia,
Alberta, Ontario and Quebec (the "Canadian Private Placement Provinces") on a
basis exempt from the requirement that the Company prepare and file a
prospectus with the relevant securities regulatory authorities in Canada and
as such, any resale of the Sale Shares must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws;

b.    it is located and resident in one of the Canadian Private Placement
Provinces;

c.     it purchasing the Placing Shares as principal, or is deemed to be
purchasing as principal in accordance with applicable Canadian securities
laws, for investment only and not with a view to resale or redistribution;

d.    it is not an individual;

e.    it is an "accredited investor" as such term is defined in section 1.1
of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario), as
applicable;

f.     it is a "permitted client" as such term is defined in section 1.1
of National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations;

g.    it has not received any offering memorandum (as such term is defined
under Canadian securities law) from any party in respect of this offering or
the Placing Shares;

h.    it understand that any resale of the Placing Shares acquired by it in
this offering must be made in accordance with applicable Canadian securities
laws, which may vary depending on the relevant jurisdiction, and which may
require resales to be made in accordance with Canadian prospectus
requirements, a statutory exemption from the prospectus requirements, in a
transaction exempt from or not subject to the prospectus requirements or
otherwise under a discretionary exemption from the prospectus requirements
granted by the applicable local Canadian securities regulatory authority and
that these resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada;

51.  it acknowledges that the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be prepared in respect of any of the
Placing Shares under the securities laws of the United States, or any state or
other jurisdiction of the United States, nor approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. The Placing Shares have not been registered
or otherwise qualified for offer and sale nor will a prospectus be cleared or
approved in respect of the Placing Shares under the securities laws of
Australia, Canada or Japan and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within the United States, Australia, Canada, or Japan or in any
country or jurisdiction where any action for that purpose is required;

52.  it understands and acknowledges that the Placing Shares are being
offered and sold by the Company (a) outside the United States in offshore
transactions as defined in, and pursuant to, Regulation S; and (b) in the
United States only to persons reasonably believed to be QIBs in transactions
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. It and the prospective
beneficial owner of the Placing Shares is, and at the time the Placing Shares
are subscribed for will be, either: (i) outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as defined in,
and pursuant to, Regulation S; or (ii) (a) a QIB that has executed and
delivered, or will execute or deliver, and agrees to be bound to the terms of,
the US Investor Letter, and (b) subscribing for the Placing Shares pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act, acknowledging that the Placing Shares
have not been, and will not be, registered under the Securities Act or with
any state or other jurisdiction of the United States. With respect to (ii)
above, a potential placee is subscribing for the Placing Shares for its own
account or for one or more accounts as to each of which it exercises sole
investment discretion and each of which is a QIB, for investment purposes only
and not with a view to any distribution or for resale in connection with the
distribution thereof in whole or in part, in the United States, and it has
full power to make the representations, warranties, indemnities,
acknowledgements, agreements and undertakings herein on behalf of each such
account;

53.  the Placing Shares offered and sold in the United States are "restricted
securities" within the meaning of Rule 144(a) (3) under the Securities Act and
for so long as the Placing Shares are "restricted securities", it will not
deposit such shares in any unrestricted depositary facility established or
maintained by any depositary bank and it agrees to notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer;

54.  it will not directly or indirectly offer, reoffer, resell, transfer,
assign, pledge or otherwise dispose of any Placing Shares except: (a) outside
the United States in "offshore transactions" defined in, and in accordance
with, Regulation S; (b) in the United States to a person that it and any
person acting on its behalf reasonably believes is a QIB who is purchasing for
its own account or for the account of another person who is a QIB pursuant to
Rule 144A under the Securities Act (it being understood that all offers or
solicitations in connection with such a transfer are limited to QIBs and do
not involve any means of general solicitation or general advertising); (c)
pursuant to Rule 144 under the Securities Act (if available); (d) to the
Company; or (e) pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act, and, if the Company
shall so require, subject to delivery to the Company of an opinion of counsel
(and such other evidence as the Company may reasonably require) that such
transfer or sale is in compliance with the Securities Act, in each case in
accordance with any applicable securities laws of any state or other
jurisdiction of the United States; and that that it will notify any transferee
to whom it subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer;

55.  the Company may be a passive foreign investment company ("PFIC") for US
federal income tax purposes, and it could be a PFIC in future years. If the
Company is a PFIC, then US taxable investors may be subject to adverse US tax
consequences in respect of their investment in the Company's shares; and

56.  no representation has been made as to the availability of the exemption
provided by Rule 144 or any other exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares.

The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as each of the Banks (for their own benefit and, where relevant, the benefit
of their respective Affiliates and any person acting on its or their behalf)
and are irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that neither the Company nor the Banks owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these Terms and
Conditions.

Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. None of
the Company nor their respective Affiliates nor any person acting on its or
their behalf will be responsible for any UK or Irish stamp duty or UK stamp
duty reserve tax (including any interest, fines and penalties relating
thereto) or any other Transfer Taxes arising in relation to the Placing Shares
in any other circumstances, and in no circumstances shall the Banks or their
respective Affiliates or any person acting on its or their behalf be
responsible for any Transfer Taxes in relation to the Placing Shares.

Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty and representation from
each Placee, that the Placing Shares are not being subscribed for in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. Neither the Banks, the
Company nor their respective Affiliates nor any person acting on its or their
behalf will be liable to bear any interest or any Transfer Taxes that arise
(i) if there are any such arrangements (or if any such arrangements arise
subsequent to the subscription by Placees for Placing Shares) or (ii) on a
sale of Placing Shares, or (iii) otherwise than under the laws of the United
Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such Transfer Taxes undertakes to pay such Transfer Taxes forthwith and agrees
to indemnify on an after-tax basis and hold the Banks and/or the Company (as
the case may be) and their respective Affiliates and any person acting on its
or their behalf harmless from any such Transfer Taxes. Each Placee should,
therefore, take its own advice as to whether any such Transfer Tax liability
arises.

In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, any of the Banks or their respective Affiliates pursuant to
this Announcement where the payment (or any part thereof) is chargeable to any
tax, a basis such that the amount so payable shall be increased so as to
ensure that after taking into account any tax chargeable (or which would be
chargeable but for the availability of any relief unrelated to the loss,
damage, cost, charge, expense or liability against which the indemnity is
given on such amount (including on the increased amount)) there shall remain a
sum equal to the amount that would otherwise have been so payable.

Miscellaneous

Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that any of the Banks or any of their respective Affiliates may, at
their absolute discretion, agree to become a Placee in respect of some or all
of the Placing Shares. Each Placee acknowledges and is aware that the Banks
are receiving a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with any of
the Banks, any money held in an account with any of the Banks on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA or of the Central Bank of Ireland.

The Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money will not be
segregated from the relevant Bank's money in accordance with the client money
rules and will be used by each of the Banks in the course of its own business;
and the Placee will rank only as a general creditor of the relevant Bank.

All times and dates in this Announcement may be subject to amendment by the
Banks and the Company (in their absolute discretion). The Banks shall notify
the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

The rights and remedies of the Banks and the Company under these Terms and
Conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of one will not
prevent the exercise of others.

Time is of the essence as regards each Placee's obligations under this
Appendix.

Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to the
Banks.

Each Placee may be asked to disclose in writing or orally to the Banks:

1.    if they are an individual, their nationality; or

2.    if they are a discretionary fund manager, the jurisdiction in which
the funds are managed or owned.

 

 

 

 

 

 

 

Appendix 2 - Definitions

The following definitions apply throughout this Announcement unless the
context otherwise requires:

 Acquisition                          means the proposed acquisition by the Group of the remaining legal and
                                      beneficial interests in a series of property-holding entities in connection
                                      with the Bullring shopping center and Grand Central shopping center
 Acquisition Agreement                means the agreement entered into by certain wholly-owned subsidiaries of the
                                      Company pursuant to which it has made the Acquisition
 Admission                            means First Admission and Second Admission
 Affiliates                           means (a) in respect of the Banks, their respective subsidiaries, branches,
                                      associated companies and holding companies and the subsidiaries of such
                                      holding companies, branches, associated companies and subsidiaries, and (b) in
                                      respect of the Company, as defined in Rule 405 under the Securities Act
 Announcement                         means this announcement and its appendices
 Banks                                means Morgan Stanley, Investec and Peel Hunt
 Bookbuild                            means the bookbuilding process to be commenced by the Banks to use reasonable
                                      endeavours to procure placees for the Placing Shares at the Placing Price, as
                                      described in this Announcement and subject to the terms and conditions set out
                                      in this Announcement and the Placing Agreement
 Company                              means Hammerson PLC
 CREST                                means the relevant system (as defined in the Uncertificated Securities
                                      Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
                                      Operator (as defined in such Regulations) in accordance with which securities
                                      may be held and transferred in uncertificated form
 EEA                                  means the European Economic Area
 EU MAR                               means the Market Abuse Regulation (EU) No.596/2014
 Euroclear                            means Euroclear UK & International Limited, a company incorporated under
                                      the laws of England and Wales
 Euronext Dublin                      means The Irish Stock Exchange plc, trading as Euronext Dublin
 Euronext Dublin Market               means the main market for listed securities of Euronext Dublin
 Exchange Information                 means certain business and financial information that the Company is required
                                      to publish in accordance with UK MAR, the South African Financial Markets Act,
                                      EU MAR, the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended)
                                      of Ireland and the rules and practices of the London Stock Exchange, the FCA,
                                      the JSE and Euronext Dublin
 EU MiFIR                             means the Market in Financial Instruments Regulation (EU) 600/2014, as amended
                                      and supplemented
 EU Prospectus Regulation             means the Prospectus Regulation (EU) 2017/1129
 FCA                                  means the UK Financial Conduct Authority, acting in its capacity as competent
                                      authority for the purposes of Part VI of the FSMA and in the exercise of its
                                      functions in respect of the admission to the Official List otherwise than in
                                      accordance with Part VI of the FSMA, including, where the context so permits,
                                      any committee, employee, officer or servant to whom any function of the FCA
                                      may for the time be delegated
 First Admission                      means the admission of the UK Placing Shares to the equity shares (commercial
                                      companies) category of the Official List and to trading on the London Stock
                                      Exchange's main market for listed securities becoming effective in accordance
                                      with the UK Listing Rules and the admission of the UK Placing Shares to
                                      listing on the Irish Official List and to trading on the Euronext Dublin
                                      Market becoming effective in accordance with the Irish Listing Rules
 FSMA                                 means the Financial Services and Markets Act 2000, including any supplements
                                      or amendments thereto and regulations made pursuant thereto
 Global Co-ordinator                  means Morgan Stanley
 Group                                means the Company and each of its subsidiaries and subsidiary undertakings
                                      including, where the context requires, any one or more such companies
 H1 Results Announcement              means the announcement, in the agreed form, setting out the Company's half
                                      year financial results for the six months ending 30 June 2025
 Investec                             Investec Bank Limited
 Irish Listing Rules                  means Book I: Harmonised Rules of the Euronext Rule Book and Book II: Listing
                                      Rules of Euronext Dublin, taken together
 Irish Official List                  means the Official List maintained by Euronext Dublin
 Joint Bookrunners                    means Morgan Stanley, Investec and Peel Hunt
 JSE                                  means as the context requires, either the (a) JSE Limited (registration number
                                      2005/022939/06), a limited liability public company incorporated in accordance
                                      with the laws of South Africa and licensed as an exchange under the South
                                      African Financial Markets Act, or (b) the securities exchange operated by the
                                      aforementioned company
 London Stock Exchange                means London Stock Exchange plc
 Market Abuse Regulation              means EU MAR or UK MAR (as applicable)
 Material Adverse Effect              means any material adverse change in, or an event reasonably likely to result
                                      in a material adverse change, in or affecting, the condition (financial,
                                      operational, legal or otherwise) or in the earnings,  management, business
                                      affairs, business prospects or financial prospects of the Group taken as a
                                      whole or, following completion of the Acquisition, the enlarged Group, in each
                                      case, whether or not arising in the ordinary course of business
 MiFID II                             means EU Directive 2014/65/EU on markets in financial instruments
 Morgan Stanley                       Morgan Stanley & Co. International PLC
 OCRs                                 means Occupancy Cost Ratios
 Official List                        means the official list maintained by the FCA
 Ordinary Shares                      means ordinary shares of nominal value of 5 pence each in the capital of the
                                      Company
 Peel Hunt                            means Peel Hunt LLP
 Placees                              means UK Placees and/or SA Placees, as applicable
 Placing                              has the meaning given in the first paragraph of this Announcement
 Placing Agreement                    has the meaning given to it in Appendix 1 to this Announcement
 Placing Price                        means the UK Placing Price and/or the SA Placing Price, as applicable
 Placing Shares                       means the UK Placing Shares and/or the SA Placing Shares, as applicable
 Pricing Announcement                 means the announcement published by the Company confirming the results of the
                                      Placing on a Regulatory Information Service immediately following the
                                      execution of the Terms of Placing
 QIB                                  means "qualified institutional buyers" as defined in Rule 144A of the
                                      Securities Act
 Qualified Investor                   means a qualified investor within the meaning of article 2(e) of the EU
                                      Prospectus Regulation
 Regulation S                         means Regulation S promulgated under the Securities Act
 Regulations                          means the Criminal Justice Act 1993, UK MAR and in connection with money
                                      laundering and terrorist financing under the Proceeds of Crime Act 2002, the
                                      Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
                                      Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
                                      Funds (Information on the Payer) Regulations 2017 and the Money Laundering
                                      Sourcebook of the FCA, the South African Prevention of Organised Crime Act 121
                                      of 1998, the South African Prevention and Combatting of Corrupt Activities Act
                                      12 of 2004, the Criminal Justice (Money Laundering and Terrorist Financing)
                                      Acts 2010 to 2018 (as amended) (of Ireland) and EU MAR and any related or
                                      similar rules, regulations or guidelines issued, administered or enforced by
                                      any government agency having jurisdiction in respect thereof
 Regulatory Information Service       means an information service that is approved by the FCA and on the FCA's list
                                      of Registered Information Services
 Relevant Person                      has the meaning given to it in Appendix 1 to this Announcement
 Restricted Territory                 the United States (including its territories and possessions, any state of the
                                      United States and the District of Columbia), Australia, Canada or Japan
 SA Companies Act                     means the SA Companies Act, 2008, as amended
 SA Placees                           means a person procured by a Bank to subscribe for SA Placing Shares
 SA Placing Price                     means the price per SA Placing Share, if any, as may be agreed between the
                                      Banks and the Company, and as may be specified in the executed Terms of
                                      Placing
 SA Placing Shares                    means those Placing Shares, if any, to be placed with Placees who are South
                                      African Qualifying Investors, as may be, if agreed between the Banks and the
                                      Company, specified in the executed Terms of Placing
 SA Settlement Bank                   means Investec
 SARB Approval                        means the approval from the Financial Surveillance Department of the South
                                      African Reserve Bank of the SARB Inward Listing Application
 SARB Inward Listing Application      means the application submitted by Investec to the Financial Surveillance
                                      Department of the South African Reserve Bank to inward list the Placing Shares
                                      on the JSE
 Second Admission                     means: (i) with respect of the SA Placing Shares, the admission of the SA
                                      Placing Shares to the equity shares (commercial companies) category of the
                                      Official List and to trading on the London Stock Exchange's main market for
                                      listed securities becoming effective in accordance with the UK Listing Rules,
                                      the admission of the SA Placing Shares to listing on the Irish Official List
                                      and to trading on the Euronext Dublin Market becoming effective in accordance
                                      with the Irish Listing Rules, and the admission of the SA Placing Shares to
                                      listing and trading as a secondary inward listing on the Main Board of the JSE
                                      becoming effective in accordance with the JSE Listings Requirements; and (ii)
                                      with respect of the UK Placing Shares, the admission of the UK Placing Shares
                                      to listing and trading as a secondary inward listing on the Main Board of the
                                      JSE becoming effective in accordance with the JSE Listings Requirements
 Second Admission Long Stop Date      means the date by which Second Admission must occur, which will be no later
                                      than 31 August 2025 (or such later time and date as the Company and the Banks
                                      may agree)
 Securities Act                       means the US Securities Act of 1933, as amended
 Settlement Bank                      means the UK Settlement Bank and/or the SA Settlement Bank, as applicable
 South African Financial Markets Act  means the South African Financial Markets Act, 2012, as amended
 South African Qualifying Investors   means (a) selected persons falling within one of the specified categories
                                      listed in section 96(1)(a) of the SA Companies Act, and (b) selected persons,
                                      acting as principal, acquiring SA Placing Shares for a total acquisition cost
                                      ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the SA Companies
                                      Act
 Strate                               means Strate Proprietary Limited (registration number 1998/022242/07), a
                                      private company incorporated under the laws of South Africa, a central
                                      securities depository licensed in terms of the South African Financial Markets
                                      Act and responsible for the electronic clearing and settlement system provided
                                      to the JSE;
 Stock Exchange News Service          means the stock exchange news service of the JSE;
 Strate Nominee                       means STRATE Nominee - PLC Nominees Proprietary Limited (registration number
                                      1989/002235/07) incorporated and registered in South Africa, a company
                                      indirectly wholly owned by STRATE, acting as nominee for the holders of the
                                      dematerialised Plc Shares or Limited Shares (as applicable) traded and settled
                                      on the JSE
 Subsidiary                           has the meaning given to it in the Companies Act 2006
 Terms and Conditions                 means the terms and conditions of the Placing set out in Appendix 1 to this
                                      Announcement
 Terms of Placing                     means the terms of placing to be executed by each of the Banks and the Company
                                      at the time of pricing of the Placing
 Transfer Taxes                       means any stamp duty or stamp duty reserve tax or any other similar duties or
                                      taxes (including, without limitation, other stamp, issue, securities,
                                      transfer, registration, capital, execution, or documentary or other similar
                                      imposts, duties or taxes), together with any interest, fines and penalties
                                      relating thereto
 UK Listing Rules                     means the listing rules of the FCA published under section 73A(2) of the FSMA
                                      and forming part of the FCA Handbook
 UK MAR                               means Regulation (EU) No.596/2014, including the delegated acts, implementing
                                      acts, technical standards and guidelines thereunder, as it forms part of the
                                      law of the UK by virtue of the European Union (Withdrawal) Act 2018
 UK MiFIR                             means the assimilated Market in Financial Instruments Regulation (EU) 600/2014
                                      as it forms part of UK law by virtue of the European Union (Withdrawal) Act
                                      2018, as amended and supplemented
 UK Placees                           means a person procured by a Bank to subscribe for UK Placing Shares
 UK Placing Price                     means the price per UK Placing Share, if any, as may be agreed between the
                                      Banks and the Company, as may be specified in the executed Terms of Placing
 UK Placing Shares                    means all Placing Shares other than the SA Placing Shares, as may be, as
                                      agreed between the Banks and the Company, as may be specified in the executed
                                      Terms of Placing
 UK Settlement Bank                   means Morgan Stanley
 UK Prospectus Regulation             means Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the
                                      European Union (Withdrawal) Act 2018, as amended and supplemented
 uncertificated                       means in respect of a share or other security, where that share or other
                                      security is recorded on the relevant register of the share or security
                                      concerned as being held in uncertificated form in CREST and title to which may
                                      be transferred by means of CREST
 US Investor Letter                   means the investor representation letter in the form provided by the Banks to
                                      QIBs in the United States

 

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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOERBMATMTTJMTA