Proposed Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
25 September 2014
HAMMERSON PLC ("HAMMERSON" OR THE "COMPANY")
Proposed Placing to fund attractive opportunities in UK prime shopping centre
and outlet shopping sector
Hammerson today announces its intention to conduct a placing of up to approximately 71.3 million new ordinary shares of 25 pence each in the Company (the "Placing Shares"), representing approximately 9.99 per cent. of the Company's existing issued share capital (the "Placing").
The Company has also announced today, in a separate announcement:
· the acquisition of the remaining 40% of Highcross Shopping Centre, Leicester it does not own for a total consideration of £180 million representing a net initial yield of 5.5% (the "Highcross Acquisition")
· its intention to commit £100 million of capital to Value Retail and a new outlet shopping centre venture with Value Retail, APG and Meyer Bergman, the VIA Outlet Fund ("VIA Outlets").
The proceeds of the Placing Shares will be used to fund the above transactions and to further progress the Company's significant pipeline of attractive development opportunities including capital committed to on site schemes of £195 million.
The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement. Deutsche Bank AG, London Branch (Deutsche Bank) and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), are acting as joint bookrunners in connection with the Placing. Lazard & Co., Limited ("Lazard") is acting as financial adviser to the Company in connection with the Placing.
Benefits of the acquisitions and placing
· Acquisition of the remaining 40% of Highcross, taking Hammerson's ownership to 100% enabling it to capitalise on the centre's attractive rental growth prospects
· Investment into VIA Outlets, a major new venture focused primarily on acquiring European outlet centre assets with growth potential
· Further exposure to the fast-growing European outlet sector with incremental investment into the Value Retail villages
· The Placing, Highcross Acquisition and investment in VIA Outlets and Value Retail are expected to result in immediate earnings accretion for the Company
· The Placing enables the Company to advance its expansion strategy by funding its significant development pipeline including strategic London schemes whilst retaining a robust capital structure
· The directors intend to invest in aggregate up to approximately £0.3 million in Company shares
David Atkins, Chief Executive of Hammerson, commented;
"This Placing enables us to accelerate our focus on experience, convenience and luxury, the three key areas underpinning our successful retail locations. The new investment into VIA Outlets and Value Retail will build on our knowledge of this exciting sector and gives us access to opportunities in new markets alongside proven partners. Furthermore, our acquisition of the remaining 40% in Highcross will allow us to capture the full future rental uplift from a number of asset management activities at this strongly performing centre."
Background to and rationale for the Placing
Hammerson has now successfully completed its transformation to a leading specialist retail-focused REIT delivering total shareholder returns of 75%¹ since February 2012. The Company has demonstrated efficient capital management disposing of its Office portfolio at an average 8% premium to book value and has re-invested the proceeds into successful retail locations and development opportunities delivering an overall return of 18%.²
The Company believes it is well positioned to continue to deliver strong shareholder returns as a leading
owner-manager and developer of prime regional shopping centres, convenient UK retail parks and through its exclusive strategic exposure to outlet shopping villages.
The Company will continue to assess carefully selected acquisition opportunities which are accretive to overall portfolio returns, as well as recycling capital from mature assets into growth enhancing investments. Maintaining prudent leverage gives Hammerson the financial flexibility to act opportunistically whilst also pursuing its significant development pipeline.
The Placing proceeds will enable the Company to capitalise on the positive UK economic trends driving strong demand from retailers for its prime retail space. Management see very attractive trends in the outlet shopping sector and the Placing proceeds will provide the Company with increased exposure to this segment.
Post completion of the Placing, Highcross Acquisition and investment in Value Retail and VIA Outlets, Hammerson will have substantial financial resources, comprising cash and unutilised facilities of £1.15 billion and a comfortable LTV ratio of 33.9%.
Use of proceeds
The net proceeds of the Placing will enable Hammerson to
· finance the acquisition of the remaining 40% interest of Highcross, Leicester for £180 million
· invest in a new outlet shopping centre joint venture, VIA Outlets for £70 million
· contribute incremental capital of £30 million to extensions at the Value Retail villages in Bicester Village and Kildare Village and the new Value Retail Shanghai Village
· allocate the balance of c.£120 million to part fund strategic London developments such as Brent Cross in North London and Whitgift in Croydon
Highcross
Hammerson's acquisition of 40% of Highcross, Leicester, from its joint venture partner³ will result in the Company owning 100% and retaining the asset management responsibility for the 105,600m² (1.15m ft²) centre. At 30 June 2014, Highcross generated annual passing rental income of £27.8 million (100% share) and the acquisition represents a net initial yield of 5.5% whilst the nominal equivalent yield is 6.25%. Proceeds of £180 million will be used to fund the Highcross Acquisition at a modest discount to 30 June 2014 book value. We expect the Highcross Acquisition will deliver ungeared IRRs of at least 8%.
Following its refurbishment and extension by the Company in 2008, the centre is anchored by John Lewis, Debenhams and House of Fraser, and also comprises 114 stores as well as the St Peter's Square dining quarter and a 12-screen Cinema de Lux. Highcross attracts annual footfall of 17.3 million and is located in an attractive catchment area with Leicester's population ranking the 9th largest nationally and expected to grow by 3.7%4.
The scheme has strong rental growth potential with the opportunity to increase occupancy through attracting new brands and upsizing key retailers. The destination's attractiveness can be further enhanced by upgrading the East Mall environment and town centre entrance. Weighted average unexpired lease terms are 7.9 years to first break and 12.7 years to lease expiry.
¹ TSR since announcement of strategic move toward focus on retail (24 Feb 2012) to 19 Sept 2014
² Aggregate IRR of investments 18%
³ BIS Company Ltd (Postal Services Company Act 2011) - Formerly the Royal Mail Pension Plan
4 Source: CBRE; growth rate 2013 to 2018
Investment in Outlet Shopping
Hammerson is the only UK listed REIT to have strategic exposure to the outlet shopping centre sector and today it is announcing a further investment of £100 million. The outlet village market has seen increasing demand from investors due to its consistent delivery of double-digit organic growth.
The outlet village proposition is supported by the increase in global tourism, with Chinese visits to Europe set to grow 72% by 20185, alongside the expansion of luxury retail brands generating increased merchandise.
VIA Outlets
Hammerson is making an investment into VIA Outlets, a major new venture that will aim to acquire existing European outlet centres with growth potential. Alongside Hammerson, the other partners in VIA Outlets are Value Retail, APG and Meyer Bergman.
VIA Outlets will focus primarily on outlets with large catchments close to major European cities with a strong tourist appeal. VIA Outlets has already acquired two assets in 2014:
· Batavia Stad, Amsterdam: The Netherland's first outlet centre, the 26,340m² (283,500ft²) scheme is home to over 100 stores, cafes and restaurants and well known brands including G-Star, Michael Kors, Hugo Boss and Polo Ralph Lauren.
· Fashion Arena, Prague: The largest outlet centre in the Czech Republic, and the only one in Prague, the 25,125m² (270,400ft²) centre comprises over 100 brand outlet stores including Diesel, GANT, Tommy Hilfiger and Nike.
VIA Outlets has also identified a series of future acquisition opportunities. Hammerson has committed £70 million towards the new venture and acquisitions which are expected to complete before the end of 2014. Hammerson has a 47% economic interest in VIA Outlets and the Company's investment in VIA Outlets is expected to generate an ungeared IRR in excess of 10%.
VIA Outlets will provide Hammerson with an attractive opportunity to increase capital deployment to the fast-growing European outlet shopping market and leverage Value Retail's extensive European platform and its relationships with luxury and premium retail brands.
Value Retail
Hammerson has agreed to provide £30 million of the proceeds raised from the Placing to Value Retail to assist with new extensions at Bicester Village and Kildare Village and for the new Value Retail village in Shanghai, which is due to open in 2015.
As a result of its superior returns and acquisitions, the Company's investment in Value Retail has quadrupled from £114 million at 31 December 2009 to £688 million at 30 June 2014, with outlets now representing 16% of Hammerson's net asset value.
Development opportunities
Development is a key element of Hammerson's growth strategy and the Company is currently on site at Victoria Gate, Leeds and Jeu de Paume, Beauvais. In May this year, Hammerson's flagship French development, Les Terrasses du Port in Marseille opened. Victoria Gate, a new luxury retail arcade anchored by John Lewis is now 32% pre-let, and has an expected total development cost of £150 million with completion due in autumn 2016. In Beauvais, Jeu de Paume is 50% pre-let with 86 shops and restaurants, with a forecast total development cost of €85 million and completion in autumn 2015.
In addition, Hammerson has also made progress on the new leisure and catering scheme at Watermark WestQuay in Southampton and the retail park redevelopment at Elliott's Field, Rugby, where works are due to start on both schemes later this year.
5 Source: European Travel Commission
The proceeds of the Placing will provide Hammerson with the flexibility to move ahead with its major strategic developments in London while maintaining a disciplined approach to balance sheet management. Following the granting of planning consent in Croydon, work continues on land assembly, design and pre-letting for the 200,000m² scheme. At Brent Cross, the Company has secured full planning consent and signed a Section 106 agreement for the transformation of Europe's first American-style mall, with work expected to start in 2016.
The Company has a clear focus on earnings growth and the major London developments would create a total of 550,000m² of new lettable space contributing a further estimated £61 million of income.
Expected benefits of the Placing
The Company expects the impact of the Placing, Highcross Acquisition, investment in VIA Outlets and Value Retail to be immediately accretive to earnings.
Following the Placing, Highcross Acquisition and investment in VIA Outlets and Value Retail, the Company will have a prudent LTV ratio of 33.9% well below its target of 40%. This will provide debt capacity to progress with future development projects.
ENDS
A conference call for analysts and investors will be held today at 08.00. The dial in details are as follows:
Title: Hammerson conference call
Dial in details: +44(0)20 3427 1909
Confirmation Code: 3315927
For further information:
David Atkins, CEO
Tel: 020 7887 1000
Timon Drakesmith, CFO
Tel: 020 7887 1106
Investor and analyst contact:
André Bentze, CFO, Hammerson France
Tel: 020 7887 1057 E: abentze@hammerson.fr
Media contact:
Catrin Sharp, Head of Corporate Communications
Tel: 020 7887 1063 E: catrin.sharp@hammerson.com
Deutsche Bank
Charles Wilkinson
Edward Sankey
Massimo Saletti
Ben Lawrence
Tel: 020 7545 8000
J.P. Morgan Cazenove
Tim Wise
Nicholas Hall
Robert Fowlds
Paul Hewlett
Tel: 020 7742 1000
Details of the Placing
The Bookbuild will open with immediate effect following this announcement. The number of Placing Shares and the price at which the Placing Shares are to be placed (the Placing Price) will be agreed by J.P. Morgan Cazenove, Deutsche Bank and Hammerson at the close of the Bookbuild. The timing of the closing of the Bookbuild, pricing and allocations are at the discretion of Deutsche Bank, J.P. Morgan Cazenove and Hammerson. 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 Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company. If all the Placing Shares are placed, they would represent an increase of approximately 9.99 per cent. of the current issued ordinary share capital of the Company, and the Placing Shares would represent approximately 9.09 per cent. of the enlarged issued ordinary share capital of the Company.
Application will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority (the Official List) and to trading on the main market of the London Stock Exchange plc (together, Admission). It is expected that settlement for the Placing Shares and Admission will take place at 8.00 a.m. on 30 September 2014. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the Placing Agreement not being terminated in accordance with its terms.
Your attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirely (including the Appendix) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
IMPORTANT NOTICE
This announcement, including its Appendix (together, the "Announcement") and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or South Africa or any other state or jurisdiction in which the same would be unlawful restricted, unlawful or unauthorised (each a "Restricted Territory"). This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws or with any securities regulatory authority of any other state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or 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 other state or jurisdiction of the United States. Any offering of the Placing Shares to be made in the United States will be made only to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering and outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act. No public offering of the shares referred to in this announcement is being made in the United Kingdom, any Restricted Territory or elsewhere.
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 Deutsche Bank AG, London Branch or J.P. Morgan Securities plc (the "Joint Bookrunners") or by any of their respective affiliates or agents 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 interested party or its advisers, and any liability therefore is expressly disclaimed.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Conduct Authority in the United Kingdom. Details of the extent of Deutsche Bank AG's authorisation and regulation by the Financial Conduct Authority are available on request. J.P. Morgan Securities plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority in the United Kingdom. Lazard & Co., Limited ("Lazard" or the "Adviser") is authorised and regulated by the Financial Conduct Authority in the United Kingdom.
The Joint Bookrunners and the Adviser are each acting solely for the Company and on one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Bookrunners nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners or the Adviser by the Financial Services and Markets Act 2000 or by the regulatory regime established under it, neither Deutsche Bank AG, London Branch nor J.P. Morgan Securities plc, Lazard or any of their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of either Joint Bookrunner, the Adviser or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing.
The Joint Bookrunners and the Adviser 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 the Joint Bookrunners, the Adviser or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or the Adviser that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, the Joint Bookrunners and the Adviser to inform themselves about, and to observe, such restrictions.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.
Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. 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. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
APPENDIX
TERMS AND CONDITIONS
IMPORTANT INFORMATION FOR PLACEES ONLY
REGARDING THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE 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) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE "FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC, AS AMENDED, INCLUDING BY THE 2010 PD AMENDING DIRECTIVE (DIRECTIVE 2010/73/EU), TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, AND (C) PERSONS WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY THE BANKS (AS DEFINED BELOW) (ALL SUCH PERSONS 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. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US 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 OR SOLD, 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 THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" ("QIBs") IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT OR ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
Unless otherwise stated, capitalised terms in this Appendix have the meanings ascribed to them in the Terms and Conditions below.
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, any Restricted Territory (as defined below) or in any jurisdiction where such offer or solicitation is unlawful. No public offering of securities will be made in connection with the Placing in the United Kingdom, the United States, any Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not for publication or distribution, directly or indirectly, to persons in the United States or Australia, Canada, Japan or South Africa (each a "Restricted Territory") or in any jurisdiction in which such publication or distribution is unlawful. 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 (as defined below) or any of their respective affiliates or agents 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.
The securities referred to in this Announcement have not been approved or disapproved 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 a criminal offence in the United States.
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 any 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 the Banks or any of their respective affiliates or agents 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.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FCA (as defined below) in the United Kingdom. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FCA are available on request. J.P. Morgan Securities plc is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom.
The Banks are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Placing or the contents of the Placing Documents or any other matter referred to therein.
Neither the Company nor the Banks make any representation to any Placees (as defined below) regarding an 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 will be deemed to have read and understood this Announcement in its entirety, and to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgments and undertakings contained herein.
Details of the Placing Agreement and of the Placing Shares
Deutsche Bank AG, London Branch ("Deutsche Bank"), J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove) ("JPMC", and together with Deutsche Bank, the "Banks") and Hammerson plc (the "Company") have today entered into a placing agreement (the "Placing Agreement") under which, on the terms and subject to the conditions set out therein, the Banks have agreed to use all reasonable endeavours to procure placees (the "Placees") for up to 71,297,452 new ordinary shares in the capital of the Company of nominal value 25 pence each (the "Placing Shares") at a price determined following completion of an accelerated bookbuild process (the "Placing").
In accordance with the terms of the Placing Agreement and a subscription and transfer agreement between the Company, JPMC and a Jersey incorporated subsidiary of the Company (the "Subscription and Transfer Agreement"), the Banks have agreed, subject to agreement with the Company as to the number and price of the Placing Shares to be placed with Placees, to underwrite the settlement risk in the event that any Placees fail to take up their allocation of the Placing Shares. The issue of the Placing Shares is to be effected by way of a cashbox placing.
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 in the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of the ordinary shares of the Company (the "Ordinary Shares") after the date of admission of the Placing Shares. The allotment and issue of the Placing Shares will be made by the Company to Placees in consideration for the transfer to the Company of certain shares in a Jersey incorporated subsidiary of the Company by JPMC.
Application for listing and admission to trading
Application will be made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List (the "Official List") of the UK Listing Authority (the "UKLA") and to London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 30 September 2014 and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Banks will today commence the bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Banks shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, following consultation with the Company, determine.
Participation in, and principal terms of, the Placing
1. Deutsche Bank and JPMC are acting as bookrunners and agents of the Company in connection with the Placing.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Banks. The Banks and their respective affiliates are each entitled to enter bids in the Bookbuild as principal.
3. The Bookbuild will establish a single price payable to the Banks by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the number of Placing Shares to be issued will be agreed between the Banks and the Company following completion of the Bookbuild and any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules of the FCA. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service ("RIS") following the completion of the Bookbuild (the "Pricing Announcement").
4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at either of the Banks. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at either the 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 8 below.
5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this announcement and will be legally binding on the Placee on behalf of which it is made and, except with the Banks' consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation owed to the relevant Bank, as agent for the Company, to pay it (or as such Bank may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot. Each Placee's obligations will be owed to the Banks.
6. The Bookbuild is expected to close no later than 4.00pm (BST) on 25 September 2014 but may be closed earlier or later at the discretion of the Banks and the Company. The Banks may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between the Banks and the Company and will be confirmed orally by one of the Banks (as agent for the Company) following the close of the Bookbuild and a contract note will be despatched thereafter. This oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Banks and the Company to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. All obligations under the Bookbuild and Placing will be subject to fulfilment 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 "Right to terminate under the Placing Agreement". By participating in the Bookbuild, each Placee will agree 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.
8. The Banks may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Banks may also, notwithstanding paragraphs 4and 5 above and subject to the prior consent of the Company, (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 Company reserves the right (upon agreement with the Banks) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
9. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
10. Except as required by law or regulation, no press release or other announcement will be made by the Banks 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.
11. To the fullest extent permissible by law, neither of the Banks nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Banks nor any of their respective affiliates, agents, directors, officers or employees shall have any 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 obligations of the Banks under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
(a) there having been no material adverse change in, or any development reasonably likely to have a prospective material adverse change in or affecting, the condition, financial, operational or otherwise, or in the earnings, management, business affairs, solvency, credit rating, business prospects or financial prospectus of the Group taken as a whole since the date of the Placing Agreement, which, in the good faith opinion of the Banks, would make it impractical or inadvisable to proceed with the Placing (a "Material Adverse Change");
(b) the execution and delivery of the term sheet setting out the Placing Price and the number of Placing Shares, to be executed by the Banks and the Company at the time of pricing of the Placing (the "Term Sheet");
(c) the representations, warranties and undertakings set out in the Placing Agreement being true, accurate and complete as of the date of the Placing Agreement, the time of execution of the Term Sheet and at Admission;
(d) 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 the Placing Agreement on or before Admission;
(e) Admission having occurred by 8.00 a.m. (London time) on 30 September 2014 (or such later date as the Banks may determine); and
(f) the Company, allotting subject only to Admission, the Placing Shares in accordance with the Placing Agreement.
If any of the conditions contained in the Placing Agreement are not fulfilled or, where permitted, waived by the Banks by the time and/or date specified (or such later time and/or date as the Company and the Banks may agree), the Placing will not proceed 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 the Placee in respect thereof. Any such waiver by the Banks will not affect Placees' commitments as set out in this announcement.
Neither Deutsche Bank, JPMC, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they 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.
Lock-up
The Company has agreed with the Banks that neither the Company nor any person controlled by the Company, nor any person acting on the Company's behalf, will, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise transfer or dispose of any securities of the same class as the Placing Shares or any securities convertible into or exchangeable for securities of the same class as the Placing Shares or other instruments representing interests in securities of the same class as the Placing Shares or enter into any swap or other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Ordinary Shares, whether any such swap or transaction is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise, in each case without the prior written consent of the Banks for a period beginning on the date of this announcement and ending one hundred and twenty (120) calendar days after Admission, provided that the foregoing shall not prevent or restrict (i) grants or exercises of options pursuant to the terms of the existing employee share schemes of the Company; or (ii) the issue and offer by the Company of Placing Shares pursuant to the Placing subject to the terms of the Placing Agreement, the management presentation used in connection with the marketing of the Placing and any other document or announcement issued with the written consent of the Company in connection with the Placing (together, the "Placing Documents").
Right to terminate under the Placing Agreement
Either Bank is entitled at any time on or prior to the Closing Date (such date to be set out in the Term Sheet, being the date on which settlement of the Placing Shares will occur) to terminate the Placing Agreement by notice to the Company, if, inter alia: (i) there has been a breach of any of the representations, warranties or undertakings set out in the Placing Agreement or a failure to perform any of the undertakings or agreements in the Placing Agreement or (ii) it shall come to the notice of either Bank that any statement contained in the Placing Documents is or has become untrue, incorrect or misleading in any respect, or any matter has arisen, which would, if the Placing were made at that time, constitute a material omission from the Placing Documents or a material omission from or misleading inaccuracy in, certain publicly available information of the Company (as specified in the Placing Agreement), or any of them, and which either Bank considers to be material; (iii) in the opinion of either Bank, there has been, or either Bank has become aware of, or there has been made public a Material Adverse Change; or (iv) the occurrence of a force majeure event as specified in the Placing Agreement which, in the judgement of either Bank, makes it impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares.
Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by either Bank of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of either Bank and that the Banks do not need to make any reference to Placees and that neither Deutsche Bank or JPMC shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this announcement (including this Appendix) released by the Company today and any information publicly announced to a RIS by or on behalf of the Company prior to the date of this announcement and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of Deutsche Bank, JPMC or the Company or any other person and none of Deutsche Bank, JPMC or the Company nor any of their respective affiliates 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. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Banks and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price,the aggregate amount owed by such Placee to the relevant Bank and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Banks.
The Company will deliver the Placing Shares to a CREST account operated by JPMC as the Company's agent and JPMC will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on or around 30 September 2014 on a delivery versus payment basis in accordance with the instructions set out in the contract note.
In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and JPMC may agree that the Placing Shares should be issued in certificated form. JPMC reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by JPMC.
Each Placee is deemed to agree 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 Banks' 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 may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note 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 as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees shall not be entitled to receive any fee or commission in connection with the Placing.
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 (as the case may be) with the Banks (in their capacity as bookrunners and placing agents of the Company, in each case as a fundamental term of their application for Placing Shares), the following:
(a) it has read and understood this announcement, including this Appendix, in its entirety and that its subscription of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, 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 an person in connection with the Placing, the Company, the Placing Shares or otherwise;
(b) that no offering document or prospectus has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
(c) that the Ordinary Shares are listed on the premium listing segment of the Official List of the UKLA and admitted to trading on the main market of the London Stock Exchange, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA and that it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty;
(d) that neither Deutsche Bank, JPMC nor the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material regarding the Placing Shares or the Company or any other person other than this announcement, nor has it requested either Bank, the Company, nor any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
(e) unless otherwise specifically agreed with the Banks, that it is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, or a 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;
(f) that each of it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, (i) located outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act ("Regulation S") or (ii) a QIB;
(g) that it is acquiring the Placing Shares for its own account or for one or more accounts of which it exercises sole investment discretion and each of which (if in the United States) is a QIB, for investment purposes 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 Statesand that it has full power and authority to make the acknowledgements, agreements, representations, undertakings and warranties herein on behalf of each such account;
(h) that the Placing Shares are being offered and sold to it in accordance with the exemption from registration under the Securities Act for transactions by an issuer not involving a public offering of securities in the United States and 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;
(i) that the Placing Shares may not be reoffered, resold, pledged or otherwise transferred by it except (i) outside the United States in an offshore transaction pursuant to Regulation S, (ii) in the United States to a person whom the seller reasonably believes is a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, pursuant to Rule 144A under the Securities Act, (iii) pursuant to Rule 144 under the Securities Act (if available), (iv) to the Company, (v) pursuant to an effective registration statement under the Securities Act, or (vi) pursuant to another available exemption, if any, from registration under the Securities Act, in each case in compliance with all applicable laws;
(j) that 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;
(k) that so long as the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, it will segregate such Placing Shares from any other shares in the Company that it holds that are not restricted securities and will not deposit the Placing Shares into any depositary receipt facility maintained by any depositary bank in respect of the Company's Ordinary Shares;
(l) that it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or is located outside the United States and it is not acquiring any of the Placing Shares as a result of any form of directed selling efforts (as defined in Regulation S under the Securities Act);
(m) where it is acquiring 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 acquire the Placing Shares for each managed account;
(n) if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
(o) that no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
(p) understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AN WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT O (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AN, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS."
(q) that the content of this announcement is exclusively the responsibility of the Company and that neither Bank nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on their behalf has or shall have any 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 information required to be published by the Company pursuant to applicable laws (the "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. Each Placee further represents, warrants and agrees that 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 information previously published by the Company by notification to a RIS, such information being all that it deems necessary 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 representations, warranties or statements made by, Deutsche Bank, JPMC or the Company and neither Deutsche Bank, JPMC nor the Company 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 on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. None of Deutsche Bank, JPMC, the Company or any of their respective affiliates has made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them express disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
(r) that the issue 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 the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
(s) that it has complied with its obligations under the Criminal Justice Act 1993, section 118 of the FSMA, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 (the "Regulations") and the Money Laundering Sourcebook of the FCA 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;
(t) acknowledges that its commitment to acquire Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bank's conduct of the Placing;
(u) that 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 the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to Deutsche Bank, JPMC 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);
(v) if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares subscribed by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area other than qualified investors, or in circumstances in which the prior consent of the Banks has been given to the proposed offer or resale;
(w) that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of that Directive;
(x) that 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 FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
(y) that it has complied and will comply with all applicable laws with respect to anything done by it in relation to the Placing Shares (including all relevant provisions of FSMA in respect of anything done in, from or otherwise involving, the United Kingdom);
(z) if it has received any confidential price sensitive information 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, prior to the information being made publicly available;
(aa) if in a Member State of the European Economic Area, unless otherwise specifically agreed with JPMC in writing, that it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive;
(bb) if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order or (iii) if not a person meeting the criteria for an investment professional or otherwise of the foregoing (or the criteria of qualified investors for the purposes of section 86(7) of FSMA), that he or she is a director of Hammerson plc at the time of the Placing, or (iv) to whom this announcement may otherwise lawfully be communicated;
(cc) that no action has been or will be taken by Deutsche Bank, JPMC or the Company or any person acting on behalf of Deutsche Bank, JPMC or the Company that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
(dd) that it and any person acting on its behalf is entitled to acquire 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 Deutsche Bank, JPMC, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
(ee) that it 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;
(ff) that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Banks may in their absolute discretion determine and without liability to such Placee and it will 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 stamp duty or stamp duty reserve tax (together with any interest or penalties 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;
(gg) that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Deutsche Bank, JPMC 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;
(hh) that 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 Deutsche Bank, JPMC nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify Deutsche Bank, JPMC and the Company in respect of the same on an after‑tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of JPMC who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
(ii) that neither Deutsche Bank, JPMC, nor any of their respective affiliates, nor any person acting on their behalf, is making any recommendations to it or, advising it regarding the suitability 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 either Deutsche Bank or JPMC and that neither Deutsche Bank or JPMC has any duties or responsibilities to it for providing the protections afforded to Deutsche Bank or JPMC's 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 its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
(jj) that in making any decision to subscribe for the Placing Shares, it has knowledge 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. It further confirms that 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. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, 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 Deutsche Bank or JPMC;
(kk) that in connection with the Placing, either Bank and any of their respective affiliates acting as an investor for its own account may take up Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Neither Deutsche Bank nor JPMC intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
(ll) that these terms and conditions and any agreements entered into by it pursuant to these 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 submits (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 Deutsche Bank, JPMC 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;
(mm) that Deutsche Bank, JPMC, the Company and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are given to each of Deutsche Bank and JPMC on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises Deutsche Bank, JPMC 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 set forth herein; and
(nn) that it will indemnify and hold Deutsche Bank, JPMC, the Company and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing.
The foregoing representations, warranties and confirmations are given for the benefit of the Company as well as the Banks. Each Placee, and any person acting on behalf of the Placee, acknowledges that neither Bank owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK 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. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither Deutsche Bank, JPMC nor the Company are liable to bear any stamp duty and stamp duty reserve tax and any other similar duties or taxes (transfer taxes) that arise on a sale of Placing Shares if there are any such arrangements or that arise subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of Deutsche Bank, JPMC and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to transfer taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that 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.
When a Placee or person acting on behalf of the Placee is dealing with the Banks, any money held in an account with either 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 FSMA. 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 Banks' money in accordance with the client money rules and will be used by the relevant Bank 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 (in their absolute discretion). The Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.
This information is provided by RNS
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