Indicative Results of Tender Offers

Hammerson PLC

08 October 2024

 

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

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

HAMMERSON PLC ANNOUNCES

INDICATIVE RESULTS OF TENDER OFFERS IN RESPECT OF ITS

£300,000,000 6.00 PER CENT. BONDS DUE 2026

£300,000,000 7.25 PER CENT. BONDS DUE 2028

AND

£350,000,000 3.500 PER CENT. BONDS DUE 2025

8 October 2024.

Hammerson plc (the Company) announces today the indicative results of the separate invitations to holders of its (a) £300,000,000 6.00 per cent. Bonds due 2026 (ISIN: XS0184639895) (the 2026 Bonds), (b) £300,000,000 7.25 per cent. Bonds due 2028 (ISIN: XS0085732716) (the 2028 Bonds) and (c) £350,000,000 3.500 per cent. Bonds due 2025 (ISIN: XS1311391012) (the 2025 Bonds and, together with the 2026 Bonds and the 2028 Bonds, the Bonds and each a Series) to tender their Bonds for purchase by the Company for cash (each such invitation an Offer and together the Offers).

The Offers were announced on 27 September 2024 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 27 September 2024 prepared by the Company as updated by the announcement from the Company on 3 October 2024 (together the Tender Offer Memorandum), and are subject to the offer restrictions 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.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 7 October 2024.

Expected Series Acceptance Amounts

As at the Expiration Deadline, the Company had received valid tenders for purchase pursuant to the Offers of (i) £168,419,000 in aggregate nominal amount of the 2026 Bonds, (ii) £243,204,000 in aggregate nominal amount of the 2028 Bonds and (iii) £284,207,000 in aggregate nominal amount of the 2025 Bonds.

If the Company decides to accept Bonds validly tendered pursuant to the Offers, the Company expects that each Series Acceptance Amount and applicable Scaling Factor will be set as follows:

Priority of Acceptance     Series               Expected Series Acceptance Amount        Expected Scaling Factor

         1                               2026 Bonds                             £168,419,000                                                         N/A

         1                               2028 Bonds                             £243,204,000                                                         N/A

         2                               2025 Bonds                             £0¹                                                                          N/A

¹ As per the priority of acceptance further described in the Tender Offer Memorandum, the Company does not intend to accept any valid tenders of the 2025 Bonds in the circumstances where it has not accepted all valid tenders of the 2026 Bonds and the 2028 Bonds in full, with no pro rata scaling. Given the Expected Series Acceptance Amounts for the 2026 Bonds and the 2028 Bonds in aggregate exceed the Maximum Acceptance Amount, the Company does not expect to accept any of the 2025 Bonds validly tendered for purchase pursuant to the relevant Offer.

Bondholders should note that this is a non-binding indication of the level at which the Company expects to set each Series Acceptance Amount and applicable Scaling Factor.

Pricing for the Offers will take place at or around 11.00 a.m. (London time) today (the Pricing Time).  As soon as reasonably practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of Bonds pursuant to any 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 the relevant Series.

Subject to satisfaction (or waiver by the Company) of the New Issue Condition, the Settlement Date in respect of the Bonds accepted for purchase pursuant to the Offers is expected to be 9 October 2024.

Barclays Bank PLC (Tel: [phone]; Attn: Liability Management Group; Email: [e-mail]); BNP Paribas (Tel: [phone]; Attn: Liability Management Group; Email: [e-mail]); 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: Arlind Bytyqi; Email: [e-mail]; Website: https://deals.is.kroll.com/hammerson) is acting as Tender Agent.

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

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement.  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. The Offers have now expired.

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.

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

 

END