Updating Base Accounting Prin

RNS Number : 0342C

Hammerson PLC

05 November 2009

 



HAMMERSON PLC

Proposals for the modification of certain provisions of the £300,000,000 6 per cent. Bonds due 2026 (the "Bonds" or the "2026 Bonds"), of which £300,000,000 in aggregate principal amount remain outstanding, issued by Hammerson plc; and Notice of Meeting of the holders of the Bonds to be held on 4 December 2009 at 11.10 am (London time) (or on conclusion of the corresponding meeting relating to the 2020 Bonds (as defined below), whichever is later).

A meeting of the holders of the Bonds (the "Meeting") issued by Hammerson plc (the "Issuer") is being convened for the purpose of considering and, if thought fit, passing an extraordinary resolution (the "Extraordinary Resolution") relating to certain changes to the accounting principles used in connection with the calculation of the Issuer's compliance with the financial covenants contained in the Bonds. The Meeting will be held at Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS on 4 December 2009 at 11.10 a.m. (London time) (or on conclusion of the corresponding meeting relating to the 2020 Bonds (as defined below), whichever is later).

The Extraordinary Resolution, if passed, will instruct the Trustee to amend the terms and conditions of the Bonds to provide that the accounting principles used in connection with the calculation of the Issuer's compliance with the financial covenants contained in the Bonds will be the same as those used in the then latest consolidated balance sheet.

Description of the Bonds	ISIN	Common Code	Early Response Fee	Late Response Fee
£300,000,000 6% Bonds due 2026	XS0184639895	18463989	£5 per £10,000 Bonds held	£1 per £10,000 Bonds held

The Early Response Fee shall only be paid for Bonds in respect of which a valid instruction has been received by the Tabulation Agent (and not revoked) in accordance with the provisions of the Trust Deed of the Bonds to vote either in favour of, or against the relevant Extraordinary Resolution prior to the Early Response Deadline (being 4.00 p.m. (London time) on 24 November 2009, as may be extended by the Issuer in its absolute discretion, the "Early Response Deadline") and where (i) the Extraordinary Resolution is passed at the Meeting and (ii) the corresponding extraordinary resolutions in respect of the Issuer's £250,000,000 6.875 per cent. Bonds due 2020 (the "2020 Bonds") and £200,000,000 7.25 per cent. Bonds due 2028 (the "2028 Bonds") are also passed at the respective meetings (see the Circular (as defined below) for further information).

The Late Response Fee shall only be paid for Bonds in respect of which a valid instruction has been received by the Tabulation Agent (and not revoked) in accordance with the provisions of the Trust Deed of the Bonds to vote either in favour of or against the Extraordinary Resolution after the Early Response Deadline but prior to the Late Response Deadline and where (i) the Extraordinary Resolution is passed at the Meeting and (ii) the corresponding extraordinary resolutions in respect of the 2020 Bonds and the 2028 Bonds are passed at the respective meetings.

Further information concerning the Extraordinary Resolution will be contained in the circular to the holders of the Bonds to be issued 5 November 2009 (the "Circular") copies of which will be available from the offices of the solicitors to the Issuer at Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS and Allen & Overy LLP, One Bishops Square, London E1 6AD between 9.00 a.m. (London time) and 5.00 p.m. (London time) on any weekday (public holidays excepted).

The proposals contained in the Circular have been considered by a Special Committee of the Association of British Insurers (the "Special Committee") at the request of the Issuer. The members of the Special Committee, who hold in aggregate approximately 52.7 per cent. of the current principal amount outstanding of the 2020 Bonds, the 2026 Bonds and the 2028 Bonds have examined the proposals. They have informed the Issuer that they find the proposals acceptable, that they intend to vote in favour of the Extraordinary Resolution in respect of their holdings and that they will be inviting other Association of British Insurers members to consider a similar course of action. The Special Committee has advised the Issuer that this recommendation relates only to the proposals set out in the Circular with respect to the Bonds and not to future offers or proposals which the Issuer may make. 

Requests for information in relation to voting and attendance at the Meeting should be directed to:

Tabulation Agent The Bank of New York Mellon, London Branch Corporate Trust Events Administration 40th Floor One Canada Square London E14 5AL Tel: [phone] Fax: [phone] Attn: Corporate Trust Events Administration email: [e-mail]
Solicitation Agents
Barclays Bank PLC 5 The North Colonnade London E14 4BB Tel: [phone] Attn: Liability Management Group	The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR Tel: [phone]/3781 Attn: Andrew Burton/Gianmarco Deiana
Trustee The Law Debenture Trust Corporation p.l.c. Fifth Floor 100 Wood Street London EC2V 7EX Tel: [phone] Attn: Trusts Manager, Commercial Trusts	Principal Paying Agent Corporate Trust and Loan Agency, Europe HSBC Securities Services HSBC Bank plc Level 24 8 Canada Square London  E14 5HQ Telephone: [phone] Fax: [phone] email: [e-mail] Attention: James Hayden Smith
Issuer Hammerson plc 10 Grosvenor Street London W1K 4BJ Tel: [phone] Attn: Duncan Beardsley

 

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