NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING
PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE
ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED
STATES OF AMERICA OR THE DISTRICT OF COLUMBIA
(THE UNITED
STATES) OR TO
ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"))
OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.
27 September
2024
Hammerson plc ("Hammerson" or
the "Company")
EMTN Programme: potential new
Sterling-denominated issuance
Hammerson announces that it has
mandated Barclays, BNP Paribas, Lloyds and Mizuho as Active
Bookrunners in connection with a potential new Sterling-denominated
issuance (the "New Issue")
under Hammerson's newly established £5,000,000,000 Euro Medium Term
Note Programme, subject to market conditions.
Earlier today, Hammerson also
announced separate invitations (the "Offers") to the holders of its
outstanding:
(i) £300,000,000 6.00
per cent. bonds due 2026;
(ii) £300,000,000 7.25 per
cent. bonds due 2028; and
(iii) £350,000,000 3.500 per
cent. bonds due 2025,
(together, the "Bonds") to tender such Bonds for
purchase by the Company for cash on the terms and subject to the
successful completion (in the sole determination of the Company) of
the New Issue and the other conditions described in the tender
offer memorandum dated 27 September 2024 (the "Tender Offer Memorandum"),
and are subject to the offer restrictions set out
below and as more fully described in the Tender Offer
Memorandum.
For further information:
Hammerson Investor Contacts
Josh Warren, Director of Strategy, Commercial Finance and
Investor Relations
T:
+44 (0) 20 7887
1053
E: josh.warren@hammerson.com
MHP
for Hammerson Media
Ollie Hoare and Charles
Hirst
T:
+44 (0)20 3128
8100
E: Hammerson@mhpgroup.com
This announcement does not constitute or form
part of an offer to sell or an offer to buy or the solicitation of
an offer to sell or subscribe for or otherwise acquire any
securities.
The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities
Act"), or with any securities regulatory authority of any
State or other jurisdiction of the United States, and are subject
to Unites States tax law requirements. Subject to certain
exceptions, the securities referred to herein may not be offered,
sold or delivered in the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the
Securities Act). The base prospectus for Hammerson's EMTN Programme
(the "Prospectus") may not
be accessed from, or transmitted in or into, the United States.
Accordingly, these securities may not be offered, sold or delivered
in the United States.
Please note that the distribution of this
announcement, the Prospectus and the Tender Offer Memorandum
in certain jurisdictions may be restricted by law.
Persons into whose possession this
announcement, the Prospectus and/or the
Tender Offer Memorandum comes are required by the Company to inform
themselves about, and to observe, any such restrictions.
This announcement must be read in conjunction
with the Prospectus and the Tender Offer Memorandum. If any holder
of securities is in any doubt as to the action it should take, it
is recommended to seek its own financial advice, including in
respect of any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser.
OFFER AND DISTRIBUTION RESTRICTIONS
United States. The Offers are
not being made, and will not be made, directly or indirectly, in or
into, or by use of the mail of, or by any means or instrumentality
of interstate or foreign commerce of, or of any facilities of a
national securities exchange of, the United States or to any U.S.
person. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. Accordingly, copies of
this announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offers are not being, and
must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States, to any person located or resident in the United
States or to any U.S. person, and the Bonds cannot be tendered in
the Offers by any such use, means, instrumentality or facility or
from within the United States or by any person located or resident
in the United States or by, or by any person acting for the account
or benefit of, a U.S. person. Any purported tender of Bonds in the
Offers resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Bonds made
by any 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 or by
any U.S. person or by use of such mails or any such means,
instrumentality or facility will be invalid and will not be
accepted.
Neither this announcement nor the
Tender Offer Memorandum is an offer of securities for sale in the
United States or to U.S. persons. Bonds may not be offered, sold or
delivered in the United States absent registration under, or an
exemption from the registration requirements of, the Securities
Act. The securities referred to herein have not been, and will not
be, registered under the Securities Act or the securities laws of
any state or other jurisdiction of the United States and may not be
offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S.
persons.
Each holder of Bonds participating
in an Offer will represent that it is not a U.S. person and is not
located in the United States and is not participating in such Offer
from the United States, or it is acting on a non-discretionary
basis for a principal located outside the United States that is not
giving an order to participate in such Offer from the United States
and who is not a U.S. person. For the purposes of this and the
above two paragraphs, "United
States" means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
Italy. None of the Offers, this
announcement, the Tender Offer Memorandum or any other document or
materials relating to the Offers have been or will be submitted to
the clearance procedures of the Commissione Nazionale per le Società e la
Borsa ("CONSOB")
pursuant to Italian laws and regulations. Each Offer is being
carried out in Italy as an exempted offer pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999,
as amended. holders or beneficial owners of the Bonds that are
located in Italy can tender Bonds for purchase in the Offers
through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15
February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with
the applicable laws and regulations concerning information duties vis-à-vis
its clients in connection with the Bonds, the
Offers, the Tender Offer Memorandum and/or this
announcement.
United Kingdom. The
communication of this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offers are 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 and are not for general
distribution and must not be passed on to the general public in the
United Kingdom. The communication of such documents and materials
is made only to and directed only at those persons in 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 "Financial Promotion Order")) or persons
falling within Article 43 of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order (all such persons together being referred
to as "Relevant Persons")
and the transaction contemplated herein will be available only to,
and engaged in only with, Relevant Persons. Any person who is not
a Relevant Person should not act on or rely on
this announcement or the Tender Offer Memorandum or (in either
case) any of its contents.
France. The Offers are not
being made, directly or indirectly, to the public in the Republic
of France. This announcement, the Tender
Offer Memorandum and any other document or material relating to the
Offers have only been and shall only be distributed in France to
qualified investors as defined in Article 2(e) of Regulation (EU)
2017/1129. Neither this announcement nor the Tender Offer
Memorandum has been or will be submitted for clearance to nor
approved by the Autorité des
Marchés Financiers.
Belgium. The Offers are not
being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of Article I.1 of the Belgian Code of Economic
Law, as amended from time to time (a "Belgian Consumer") and this
announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offers have not been and shall not be
distributed, directly or indirectly, in Belgium to Belgian
Consumers.
This
announcement has also been released on the SENS system of the
Johannesburg Stock Exchange and on Euronext
Dublin.