Transaction in Bonds

Hammerson PLC
03 May 2006


 NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ITALIAN PERSON OR TO ANY PERSON OR
             ADDRESS IN THE UNITED STATES OR THE REPUBLIC OF ITALY

                        Offer to Repurchase for Cash by

                                 Hammerson plc

 (incorporated in England with limited liability, registered number 360632, and
formerly known as The Hammerson Property Investment and Development Corporation
                                      plc)

                                 (the Company)

                         any or all of its outstanding
                  £200,000,000 10.75 per cent. Bonds due 2013

 (£100,000,000 of which were issued on 7 March 1989 (the Original Bonds) and a
  further £100,000,000 of which were issued on 13 May 1992 and consolidated to
 form a single series with the Original Bonds (the New Bonds and, together with
                        the Original Bonds, the Bonds))

                         and Proposal by the Company to
                    the holders of such Bonds (Bondholders)

Hammerson plc (the Company) hereby announces its intention (i) to invite (the
Offer) all eligible holders of the Bonds to tender such Bonds for repurchase by
the Company for cash and (ii) to invite all Bondholders to approve a proposal
(the Proposal) to amend the terms and conditions of the Bonds to provide for the
Company to have the option to redeem the Bonds early, subject to the terms and
conditions of the Tender Offer Memorandum dated 3rd May 2006 (the Tender Offer
Memorandum). Copies of the Tender Offer Memorandum are available from the Dealer
Manager and the Tender Agent as set out below.  Notice (the Notice) of a meeting
(the Meeting) of the Bondholders to be held at the offices of Herbert Smith LLP
at Exchange House, Primrose Street, London EC2A 2HS on Thursday 25th  May 2006
at 11.00 a.m. is to be published in the Financial Times on the Launch Date.



The price payable for the Bonds (the Repurchase Price) will be determined at or
around 11.00 a.m., London time, (the Pricing Time) on 26th May 2006 (the Pricing
Date) in the manner described in the Tender Offer Memorandum by reference to the
sum (such sum, the Repurchase Yield) of the repurchase spread of 65 basis points
(bps) (the Repurchase Spread) and the Offer Side Benchmark Security Rate.

The Offer begins on 3rd May (the Launch Date) and expires at 5.00 p.m., London
time, on Monday 22nd  May 2006 (the Expiration Deadline), unless the period for
the Offer is extended or re-opened or the Offer is terminated.  In order to be
eligible to receive the Repurchase Price, Bondholders must validly tender their
Bonds before the Expiration Deadline, by delivering, or arranging to have
delivered on their behalf, a valid Bond Tender Instruction that is received by
the Tender Agent before the Expiration Deadline.

Each Bondholder who validly tenders its Bonds (and does not revoke such tender)
before 5.00 p.m., London time, on Tuesday 16th May 2006 (the Early Tender
Deadline) will receive a further cash payment (the Early Tender Premium) in
addition to the Repurchase Price and Accrued Interest, and as additional
consideration for its tender of the relevant Bonds, for each £10,000 in
principal amount of such Bonds accepted pursuant to the Offer.  The amount of
the Early Tender Premium for such Bondholder will be equal to the difference
between the Repurchase Price of the relevant Bonds and an effective repurchase
price (the Effective Early Tender Price) of such Bonds determined in the same
manner as for the Repurchase Price but by reference to the sum (such sum, the
Effective Early Tender Yield) of an effective repurchase spread of 55 bps (the
Effective Early Tender Spread) and the Offer Side Benchmark Security Rate.

Bondholders to whom the Offer is not being made pursuant to the offer
restrictions set out in the Tender Offer Memorandum (each an Ineligible
Bondholder) may also be eligible, to the extent permitted by applicable laws and
regulations, to receive an identical amount to the Early Tender Premium (the
Ineligible Bondholder Early Submission Amount) by delivering, or arranging to
have delivered on their behalf, a valid Ineligible Bondholder Instruction in
favour of the Proposal, that is received by the Tender Agent before the Early
Tender Deadline and not revoked.  The Ineligible Bondholder Early Submission
Amount will be paid in the circumstances described in the Tender Offer
Memorandum to relevant Ineligible Bondholders on the Settlement Date and on the
same basis as if the Bonds in respect of which any such Ineligible Bondholder
has validly submitted an Ineligible Bondholder Instruction were permitted to be
and in fact were accepted for repurchase by the Company pursuant to the Offer.

If the Extraordinary Resolution is passed at the first Meeting and the Company,
in its sole discretion, chooses to exercise the Issuer Call immediately, each of
the (i) Repurchase Price and Early Redemption Amount, and (ii) any Accrued
Interest payment in respect of Bonds repurchased pursuant to the Offer and
redeemed pursuant to the Proposal, will be the same.

Bond Tender Instructions and Ineligible Bondholder Instructions in favour of the
Proposal cannot be revoked after 5.00 p.m., London time, on Tuesday 16th May
2006 (the Revocation Deadline) except in the limited circumstances described in
the Tender Offer Memorandum.

By tendering Bonds in the Offer or submitting an Ineligible Bondholder
Instruction in favour of the Proposal, Bondholders will instruct the Paying
Agent to appoint The Bank of New York (the Tender Agent) as their proxy to vote
in favour of the Extraordinary Resolution at the Meeting.  It will not be
possible to validly tender Bonds in the Offer without at the same time giving
such instructions to the Paying Agent.  The Extraordinary Resolution provides
for the terms and conditions of the Bonds to be amended by the insertion of a
new provision pursuant to which the Company may redeem all (and not some only)
of the Bonds outstanding at any time (the Issuer Call), on the Company giving
not less than three business days notice.

The redemption amount (the Early Redemption Amount) at which each Bond will be
redeemed on such early redemption together with Accrued Interest will be
determined in a similar manner to that described in the Tender Offer Memorandum
for the determination of the Repurchase Price by reference to the sum of a
redemption spread of an identical 65 bps and the Offer Side Benchmark Security
Rate.


Description of Common Code/   Outstanding    Repurchase Yield   Repurchase  Effective Early Tender Effective
the Bonds      ISIN           Principal                         Spread      Yield                  Early
                              Amount                                                               Tender
                                                                                                   Spread

£200,000,000   001065718/     £200,000,000   Sum of the Offer   65 bps      Sum of the Offer Side  55 bps
10.75 per                                    Side Benchmark                 Benchmark Security
cent. Bonds    GB0004063078                  Security Rate and              Rate and the Effective
due 2013                                     the Repurchase                 Early Tender Spread
                                             Spread

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 Offer will not be accepted from Bondholders, in any jurisdiction in which
such offer or solicitation is unlawful.  In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer and the Dealer Manager is such a licensed broker or dealer in
such jurisdictions, the Offer shall be deemed to be made on behalf of the
Company by the Dealer Manager

United States

The Offer is not being made and will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone, email and other
forms of electronic transmission) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, and the Bonds
may not be tendered in the Offer by any such use, means, instrumentality or
facility from or within the United States or by persons located or resident in
the United States.  Accordingly, copies of this Tender Offer Memorandum and any
other documents or materials relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise transmitted, distributed or
forwarded in or into the United States or to persons located or resident in the
United States.  Any purported tender of Bonds in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid and tenders of
Bonds made by a 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 will not be accepted.  For the
purposes of this paragraph, United States means the United States of America,
its territories and possessions, any state of the United States of America and
the District of Columbia.

United Kingdom

The communication of this Tender Offer Memorandum and any other documents or
material relating to the Offer is 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.  Accordingly, such
documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom, and are only for circulation to
persons outside the United Kingdom or to persons within 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 Order)) or within Article 43(2) of the Order, or to other persons to
whom it may lawfully be communicated in accordance with the Order.

Italy

The Offer is not being made in the Republic of Italy (Italy).  The Offer and
this Tender Offer Memorandum have not been submitted to the clearance procedure
of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to
Italian laws and regulations.  Accordingly, Bondholders are notified that, to
the extent Bondholders are resident and/or located in Italy, the Offer is not
available to them and they may not tender Bonds in the Offer and, as such, any
Bond Tender Instructions received from such persons shall be ineffective and
void, and neither this Tender Offer Memorandum nor any other documents or
materials relating to the Offer or the Bonds may be distributed or made
available in Italy.

Belgium

The Offer is not being made, directly or indirectly, to the public in Belgium.
This Tender Offer Memorandum has not been and will not be notified to nor
approved by the Belgian Banking, Finance and Insurance Commission (Commission
Bancaire, Financiere et des Assurances/Commissie voor het Bank, Financie en
Assurantiewezen) and neither this Tender Offer Memorandum nor any other
documents or materials relating to the Offer have been, or will be, approved by
the Belgian Banking, Finance and Insurance Commission.  Accordingly, the Offer
may not be advertised and neither the Tender Offer Memorandum nor any such
documents or materials may be distributed or made available in Belgium other
than to institutional investors, as referred to in Article 3,2 of the Belgian
Royal Decree of 7 July 1999 on the public character of financial transactions,
acting for their own account.

France

The Offer is not being made, directly or indirectly, to the public in the
Republic of France (France).  Neither this Tender Offer Memorandum nor any other
documents or materials relating to the Offer have been or will be distributed to
the public in France and only qualified investors (investisseurs qualifies), as
defined in, and in accordance with, Articles L.411-2 and D.411-1 of the French
Code Monetaire et Financier are eligible to participate in the Offer.  This
Tender Offer Memorandum has not been and will not be submitted to nor approved
by the Autorite des Marches Financiers.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum.  This announcement and the Tender Offer Memorandum contains
important information which should be read carefully before any decision is made
with respect to the Offer or the Proposal.  If you are in any doubt as to the
action you should take, you are recommended to seek your own financial advice,
including as to any tax consequences, immediately from your stockbroker, bank
manager, solicitor, accountant or other independent financial adviser.  Any
individual or company whose Bonds are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary must contact
such entity if it wishes to tender Bonds in the Offer.

A copy of the Tender Offer Memorandum is available for inspection at the
Document Viewing Facility of the Financial Services Authority, 25 The North
Colonnade, London E14 5HS.

Questions and requests for further information and assistance may be directed to
the Dealer Manager: HSBC Bank plc on [phone]; Fax [phone]
4973; email: [e-mail]. Questions and requests for
assistance in relation to the submission of the Electronic Orders may be
directed to the Tender Agent: The Bank of New York on [phone]; Fax
[phone]; email: [e-mail].


                      This information is provided by RNS
            The company news service from the London Stock Exchange         SSMFDESMSELI