REG - Hammerson PLC - RESULTS OF PLACING

HammersonAnnouncement

31/07/2025 16:45

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:nRSe4746Ta&default-theme=true

RNS Number : 4746T  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THEM (THE "ANNOUNCEMENT"), IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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")

RESULTS OF PLACING

 

Hammerson announces the successful pricing of the non-pre-emptive placing of
new ordinary shares of 5 pence each in the capital of the Company (the
"Ordinary Shares") announced on 31 July 2025 (the "Placing").

Rita-Rose Gagné, Chief Executive Officer of Hammerson, said: "We are
delighted with the really positive response and outcome of this important
equity placing for Hammerson aligned with our acquisition of the remaining 50%
stake in Bullring and Grand Central. This further enhances income and earnings
as we continue to grow, with many opportunities for further value creation. We
would like to thank all existing and new shareholders for their support."

A total of 48,253,994 new Ordinary Shares in the capital of the Company (the
"Placing Shares") have been placed by Morgan Stanley & Co. International
plc ("Morgan Stanley"), Investec Bank Limited ("Investec"), and Peel Hunt LLP
("Peel Hunt", and together with Morgan Stanley and Investec, the "Joint
Bookrunners" or the "Banks") at a price of 287 pence per Placing Share (the
"Placing Price") equivalent to ZAR 68.80 per Placing Share based on the
exchange rate at the time the Placing Price was set.

The Placing Price of 287 pence represents a discount of 2.5 per cent. to the
closing price on 30 July 2025, which was 294.4 pence. In respect of the
Placing Shares, the Banks and the Company have agreed to place (i) 32,080,390
UK Placing Shares (as defined below) to placees who are not South African
Qualifying Investors (as defined below); and (ii) 16,173,604 SA Placing Shares
(as defined below) to placees who are South African Qualifying Investors. The
Placing Shares represent approximately 9.9 per cent. of the existing issued
ordinary share capital of Hammerson prior to the Placing.

Hammerson consulted with a number of its major shareholders prior to the
Placing and has respected the principles of pre-emption through the allocation
process.

 

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 have been suspended from today until Second Admission, 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 Shares will, when issued, be credited as fully paid and rank pari
passu in all respects with the existing Ordinary Shares, including, without
limitation, the right to receive all dividends and other distributions
declared, made or paid after the date of issue.

The person responsible for arranging release of this Announcement on behalf of
Hammerson 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 on the Announcement, please contact:

Hammerson Investor Contact

Josh
Warren
+44 (0) 20 7887 1053

 

Morgan Stanley (Global Coordinator, 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 (0) 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.

 

Pre-Emption Group Reporting

 

The Placing is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post-transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 

 Name of issuer       Hammerson plc
 Transaction details  In aggregate, the Placing of 48,253,994 ordinary shares represents
                      approximately 9.9% of the Company's issued ordinary share capital. In respect
                      of the Placing Shares, the Banks and the Company have agreed to place
                      32,080,390 UK Placing Shares to placees who are not South African Qualifying
                      Investors; and 16,173,604 SA Placing Shares to placees who are South African
                      Qualifying Investors.

                      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.
 Use of proceeds      The net proceeds of the Placing will be used to fund a portion of the
                      consideration for 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.
 Quantum of proceeds  In aggregate, the Placing will raise gross proceeds of approximately £138.5
                      million and net proceeds of approximately £135 million.
 Discount             The Placing Price of 287 pence represents a discount of 2.5 per cent. to the
                      closing price on 30 July 2025, which was 294.4 pence.
 Allocations          Soft pre-emption has been adhered to in the allocations process, where
                      possible. Management was involved in the allocations process, which has been
                      carried out in compliance with the MIFID II allocation requirements.
                      Allocations made outside of soft pre-emption were preferentially directed
                      towards existing shareholders in excess of their pro rata interests and
                      wall-crossed accounts.

 Consultation         The Banks undertook a pre-launch wall-crossing process, including consultation
                      with major shareholders, to the extent reasonably practicable and permitted by
                      law.
 Retail investors     Following discussions between the Banks and the Company, it was decided that a
                      retail offer would not be included in the Placing. The Placing structure was
                      chosen to minimise cost, time to completion and complexity.

 

 

About Hammerson

 

Hammerson is the largest UK-listed, pure-play owner and manager of prime
retail and leisure anchored city destinations across the UK, France and
Ireland.

We own, manage and invest in landmark city destinations integrating retail,
leisure and community hubs to meet evolving customer and occupier needs while
delivering sustainable long-term growth for our stakeholders. Our 10 city
locations rank in the top 20 of all retail venues across our geographies and
in the top 1% where retail spend is concentrated. Our catchment reach of 40
million people attracts 170 million visitors per annum, generating £3 billion
of sales for our brand partners.

 

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.

 

 

 

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  ROIUAUVRVNUBOAR