Bond Tender Offers

Hammerson PLC

31 August 2023

 

Hammerson plc (the "Company")

31 August 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

HAMMERSON PLC ANNOUNCES TENDER OFFERS IN RESPECT OF ITS

£350,000,000 3.500 PER CENT. BONDS DUE 2025 (THE 2025 BONDS)

AND

£300,000,000 6.00 PER CENT. BONDS DUE 2026 (THE 2026 BONDS)

Hammerson plc (the Company) announces today its separate invitations to holders of its (a) £350,000,000 3.500 per cent. Bonds due 2025 (ISIN: XS1311391012) (the 2025 Bonds) and (b) £300,000,000 6.00 per cent. Bonds due 2026 (ISIN: XS0184639895) (the 2026 Bonds and, together with the 2025 Bonds, the Bonds and each a Series) to tender their Bonds for purchase by the Company for cash (each such invitation an Offer and together the Offers).

The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 31 August 2023 (the Tender Offer Memorandum), prepared by the Company, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary

A summary of certain terms of the Offers appears below:

Bonds	ISIN / Common Code	Coupon	Applicable Maturity Date	Outstanding Nominal Amount	Relevant Benchmark Security*	Purchase Spread	Maximum Acceptance Amount
2025 Bonds	XS1311391012 / 131139101	3.500 per cent.	27 October 2025	£350,000,000	3.5 per cent. UK Treasury due 22 October 2025 (ISIN: GB00BPCJD880)	245 bps	Subject as set out in the Tender Offer Memorandum, up to £100,000,000 in aggregate nominal amount
2026 Bonds	XS0184639895   / 018463989	6.000 per cent.	23 February 2026	£300,000,000	0.125 per cent. UK Treasury due 30 January 2026 (ISIN: GB00BL68HJ26)	330 bps

* For information purposes only, the hypothetical Benchmark Security Rate determined as at 4.00 p.m. (London time) on 30 August 2023 was 5.231 per cent. in respect of the 2025 Bonds and 4.706 per cent. in respect of the 2026 Bonds. The hypothetical Purchase Prices calculated as at 4.00 p.m. (London time) on 30 August 2023 (and assuming a settlement date of 13 September 2023) in accordance with the terms and conditions of the Tender Offer Memorandum and using the aforementioned hypothetical Benchmark Security Rates are 91.819 per cent. in respect of the 2025 Bonds and 95.306 per cent. in respect of the 2026 Bonds. The actual Purchase Price that the Company will pay for any Bonds of a Series validly tendered and accepted for purchase pursuant to the relevant Offer will be determined in the manner described in the Tender Offer Memorandum on the basis of the Purchase Spread for such Series (as set out in the table above), the relevant Benchmark Security Rate (determined as at the Pricing Time) and the Settlement Date.

Rationale for the Offers

The Offers are being made in accordance with the Company's policy to actively manage its balance sheet liabilities.

Purchase Prices and Accrued Interest

In respect of each Series, the Company will pay for any Bonds of the relevant Series validly tendered and accepted for purchase by the Company pursuant to the relevant Offer a purchase price for such Bonds (each a Purchase Price) to be determined at or around 11.00 a.m. (London time) on 8 September 2023 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the annualised sum (each such sum, a Purchase Yield) of:

(a)           the relevant Purchase Spread specified in the table on page 1 above; and

(b)           the relevant Benchmark Security Rate.

Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Bonds of the relevant Series accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to maturity of the Bonds of the relevant Series on the Settlement Date based on the relevant Purchase Yield. Specifically, the Purchase Price applicable to the Bonds of a particular Series will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including the scheduled maturity date of the relevant Series, minus (b) any Accrued Interest for such Series.

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

Maximum Acceptance Amount

If the Company decides, in its sole and absolute discretion, to accept any validly tendered Bonds for purchase pursuant to the Offers, the Company currently proposes that the aggregate nominal amount of Bonds across both Series that it will accept for purchase pursuant to the Offers will be no greater than £100,000,000 (the Maximum Acceptance Amount), although the Company reserves the right, in its sole and absolute discretion, to accept significantly less or significantly more than such amount, or to accept none of such Bonds, for purchase pursuant to the Offers (the final aggregate nominal amount accepted for purchase pursuant to the Offers being the Final Acceptance Amount).

The Company will determine the allocation of the nominal amount accepted for purchase pursuant to the Offers between the 2025 Bonds and the 2026 Bonds in its sole and absolute discretion, and reserves the right to accept significantly more or significantly less (or none) of the Bonds of one Series as compared to the other Series. For the avoidance of doubt, the Company reserves the right to accept for purchase, in its sole and absolute discretion, only the 2025 Bonds or only the 2026 Bonds.

Series Acceptance Amounts and Scaling

In respect of each Series, if the Company decides to accept any validly tendered Bonds of such Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of such Series validly tendered for purchase is greater than the final aggregate nominal amount of such Series accepted for purchase (in respect of such Series, the Series Acceptance Amount), the Company intends to accept such Bonds for purchase on a pro rata basis such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than the relevant Series Acceptance Amount.

The Series Acceptance Amount in respect of the 2025 Bonds will be a multiple of £100,000.

New Issue Condition

The Company intends to issue in the region of circa £100,000,000 7.25 per cent. bonds due 2028 (the New Bonds) to be consolidated and form a single series with the Company's outstanding £200,000,000 7.25 per cent. bonds due 2028 issued on 21 April 1998, subject to market conditions. The New Bonds will be placed via an accelerated book building process with certain institutional investor(s), and will not be publicly available in the primary market. The Company's purchase of any Bonds validly tendered in the relevant Offer(s) is subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Bonds (the New Issue Condition) (unless the Company, in its sole and absolute discretion, elects to waive the New Issue Condition).

Even if the New Issue Condition is satisfied, the Company is under no obligation to accept for purchase any Bonds tendered pursuant to the relevant Offer. The acceptance for purchase by the Company of Bonds validly tendered pursuant to the relevant Offer is at the sole discretion of the Company, and tenders may be rejected by the Company for any reason or for no reason.

The New Bonds are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Bonds in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.

No action has been or will be taken in any jurisdiction in relation to the New Bonds to permit a public offering of securities.

Announcements

The Company intends to announce, prior to the Pricing Time, a non-binding indication of the level at which it expects to set each Series Acceptance Amount and indicative details of any Scaling Factors applicable to valid tenders of Bonds of each relevant Series that will be applied in the event that the Company decides to accept valid tenders of Bonds of such Series pursuant to the relevant Offer(s).

The Company will then announce (subject to the satisfaction (or waiver) of the New Issue Condition on or prior to the Settlement Date), as soon as reasonably practicable after the Pricing Time, its decision of whether to accept valid tenders of Bonds pursuant to both or either of the Offers and, if so accepted, the Final Acceptance Amount, each Series Acceptance Amount, each Benchmark Security Rate, each Purchase Yield, each Purchase Price and any Scaling Factor(s) that will be applied to the  Bonds, of either Series, as applicable.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to the relevant Offer, Bondholders must validly tender their Bonds by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 7 September 2023, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline).

Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer by the deadlines set out above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines set out below and in the Tender Offer Memorandum.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of Bonds of the relevant Series of no less than the minimum denomination for such Series, as set out in the table below, and may thereafter be submitted in integral multiples of the relevant permitted integral multiple amount set out in the table below.

Series	Minimum denomination	Permitted integral multiple amount
2025 Bonds	£100,000	£1,000
2026 Bonds	£1,000	£1,000

A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series.

Indicative Timetable for the Offers

Events	Times and Dates (All times are London time)
Commencement of the Offers Offers announced. Tender Offer Memorandum available from the Tender Agent.	31 August 2023
Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Bondholders to be able to participate in the Offers.	4.00 p.m. on 7 September 2023
Announcement of Indicative Results
Announcement by the Company of a non-binding indication of the level at which it expects to set each Series Acceptance Amount and indicative details of any Scaling Factors applicable to valid tenders of Bonds of the relevant Series that will be applied in the event that the Company decides to accept valid tenders of Bonds of such Series pursuant to the relevant Offer(s) (subject to the satisfaction (or waiver) of the New Issue Condition on or prior to the Settlement Date).	Prior to the Pricing Time on 8 September 2023
Pricing Time
Determination of each Benchmark Security Rate, each Purchase Yield and each Purchase Price.	At or around 11.00 a.m. on 8 September 2023
Announcement of Results and Pricing Announcement of whether (subject to the satisfaction (or waiver) of the New Issue Condition on or prior to the Settlement Date) the Company will accept valid tenders of Bonds pursuant to both or either of the Offers and, if so accepted, the Final Acceptance Amount, each Series Acceptance Amount, each Benchmark Security Rate, each Purchase Yield, each Purchase Price and any Scaling Factors that will be applied to the Bonds of either Series, as applicable.	As soon as reasonably practicable after the Pricing Time on 8 September 2023
Settlement Date Subject to the satisfaction (or waiver) of the New Issue Condition, expected Settlement Date for the Offers.	13 September 2023

This is an indicative timetable and may be subject to change. Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer by the deadlines set out above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Bondholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. In addition, Relevant Bondholders may contact the Dealer Managers for information using the contact details below.

Neither Dealer Manager (or their respective directors, officers, employees, agents or affiliates) has any role in relation to any part of an Offer made to Bondholders who are not Relevant Bondholders, where Relevant Bondholder means a Bondholder that is: (a) in a member state of the European Union, an "eligible counterparty" or a "professional client", each as defined in Directive No. 2014/65/EU on markets in financial instruments (as amended from time to time); (b) in the United Kingdom, an "eligible counterparty", as defined in the FCA Handbook Conduct of Business Sourcebook, or a "professional client" as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; or (c) in a jurisdiction outside of the EU and the UK, an institutional holder under applicable local law and not a retail holder.

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

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

Lloyds Bank Corporate Markets plc (Tel: [phone]/1726; Attn: Liability Management, Commercial Banking; Email: [e-mail]); and Mizuho International plc (Tel: [phone]; Attn: Liability Management; Email: [e-mail]) are acting as Dealer Managers for the Offers (as made to the Relevant Bondholders).

Kroll Issuer Services Limited (Tel: [phone]; Attn: David Shilson / Alessandro Zorza; Email: [e-mail]) is acting as Tender Agent.

Questions and requests for assistance in connection with (i) the Offers may be directed to the Dealer Managers by the Relevant Bondholders, and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are on the last page of this Tender Offer Memorandum.

UK MAR: This announcement is released by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR) as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offers described above. For the purposes of UK MAR and Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Alex Dunn, Company Secretary at the Company.

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

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Bonds (and tenders of Bonds in the relevant Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the relevant Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the relevant Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction (but only to any Bondholder that is a Relevant Bondholder).

In addition to the representations referred to below in respect of the United States, each Bondholder participating in the Offers will also be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Tender Offer Memorandum. No action has been or will be taken in any jurisdiction in relation to the New Bonds that would permit a public offering of securities and the minimum denomination of the New Bonds will be £1,000.

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

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

Each holder of Bonds participating in an Offer will represent that it is not a U.S. Person and is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above two paragraphs, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

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

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

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

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

Belgium. Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten / Financial Services and Markets Authority) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, each as amended or replaced from time to time.  Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account.  Insofar as Belgium is concerned, each of this announcement and the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers.  Accordingly, the information contained in each of this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

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

 

END