Offer Update
Hammerson PLC
18 September 2002
Not for release, distribution or publication, in whole or in part, in or into
the United States, Canada, Australia or Japan
For immediate release 18 September 2002
Hammerson plc
Cash offer for Grantchester Holdings PLC
On 9 September 2002, Hammerson plc ('Hammerson') announced a cash offer (the
'Offer') of 250 pence per share for the whole of the issued and to be issued
ordinary share capital of Grantchester Holdings PLC ('Grantchester').
Earlier today Hammerson purchased 5,215,650 Grantchester Shares, representing
approximately 7.45 per cent. of the issued ordinary share capital of
Grantchester. Taken together with the 16,684,850 Grantchester Shares previously
purchased by Hammerson, and 273,772 Grantchester Shares owned by persons deemed
to be acting in concert with Hammerson, which represent, in aggregate,
approximately 24.22 per cent. of the issued ordinary share capital, Hammerson
and persons deemed to be acting in concert with Hammerson hold a total of
22,174,272 Grantchester Shares, representing approximately 31.67 per cent. of
the issued ordinary share capital of Grantchester.
Accordingly, in compliance with Rule 9 of the City Code, the only condition to
which the Offer will now be subject is that set out in the Appendix to this
announcement.
Dresdner Kleinwort Wasserstein is satisfied that Hammerson has available to it
sufficient resources to enable it to satisfy full acceptance of the Offer.
Enquiries:
Hammerson 020 7887 1000
John Richards
Simon Melliss
Dresdner Kleinwort Wasserstein 020 7623 8000
Rosalind Hedley-Miller
Nigel Binks
Dresdner Kleinwort Wasserstein (corporate broking) 020 7623 8000
Stuart Stradling
Brunswick 020 7404 5959
John Sunnucks
Dresdner Kleinwort Wasserstein, which is regulated in the United Kingdom by the
Financial Services Authority, is acting for Hammerson in connection with the
Offer and no-one else and will not be responsible to anyone other than Hammerson
for providing the protections afforded to clients of Dresdner Kleinwort
Wasserstein or for providing advice in relation to the Offer.
APPENDIX
Condition and certain further terms of the Offer
1. Condition of the Offer
The Offer will be subject to valid acceptances being received (and not, where
permitted, withdrawn) by 3.00 p.m. on the first closing date of the Offer (or
such later time(s) and/or date(s) as Hammerson may, subject to the rules of the
City Code, decide) in respect of Grantchester Shares which, taken together with
any other Grantchester Shares which Hammerson and any person acting in concert
with it has acquired or agreed to acquire, whether pursuant to the Offer or
otherwise, will result in Hammerson and any person acting in concert with it
holding Grantchester Shares carrying, in aggregate, more than 50 per cent. of
the voting rights then exercisable at a general meeting of Grantchester,
including for this purpose to the extent (if any) required by the Panel, any
such voting rights attaching to any Grantchester Shares that may be
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances whether pursuant to the exercise of outstanding
conversion or subscription rights or otherwise, and for this purpose shares
which have been unconditionally allotted but not issued shall be deemed to carry
the voting rights which they will carry on being entered into the register of
members of Grantchester.
2. Certain futher terms of the Offer
(a) Except with the consent of the Panel, the Offer will lapse if
either: (i) it is referred to the Competition Commission; or (ii) the
European Commission either initiates proceedings under Article 6(1)(c)
of Council Regulation (EEC) 4064/89 as amended by Council Regulation
(EC) 1310/97 or makes a referral to a competent authority of the United
Kingdom under Article 9(1) thereof and it is subsequently referred to
the Competition Commission, in either case before 3.00 p.m. on the first
closing date of the Offer or the date on which the Offer becomes or is
declared unconditional as to acceptances, whichever is the later.
(b) The Offer will extend to all Grantchester Shares unconditionally
allotted or issued on the date on which the Offer is made and any
further Grantchester Shares unconditionally allotted or issued while the
Offer remains open for acceptance (or such earlier date or dates as
Hammerson may decide) but will not extend to Grantchester Shares already
held by Hammerson.
(c) The Grantchester Shares are to be acquired by Hammerson fully
paid and free from all liens, charges and encumbrances, rights of
pre-emption and any other third party rights of any nature whatsoever
and together with all rights attaching thereto, including the right to
all dividends or other distributions declared, paid or made after the
date hereof.
(d) The Offer will not be made, directly or indirectly, in or into,
or by the use of the mails or any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facilities of a national securities exchange
of, the United States, Canada, Australia or Japan and the Offer should
not be accepted by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan. Accordingly,
this announcement and any related offer documents are not being and may
not be mailed or otherwise forwarded, distributed or sent in, into or
from the United States, Canada, Australia or Japan and persons receiving
such documents (including custodians, nominees and trustees) must not
distribute or send them in, into, or from the United States, Canada,
Australia or Japan. Doing so may render invalid any purported acceptance
of the Offer. All Grantchester shareholders or other persons (including
nominees, trustees or custodians) who would or otherwise intend to, or
may have a contractual or legal obligation to, forward this announcement
or the Offer document or the form of acceptance to any jurisdiction
outside the United Kingdom should refrain from doing so and seek
appropriate professional advice.
(e) This Announcement does not constitute an offer or an invitation
to purchase any securities. The laws of the relevant jurisdictions may
affect the availability of the Offer to persons not resident in the
United Kingdom. Persons who are not resident in the United Kingdom,
should inform themselves about, and observe any applicable requirements.
Further details in relation to overseas shareholders will be contained
in the Offer document.
This information is provided by RNS
The company news service from the London Stock Exchange