Final Results of Bond Tender Offers

Hammerson PLC

08 September 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

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 DOCUMENT.

HAMMERSON PLC ANNOUNCES

FINAL RESULTS OF TENDER OFFERS IN RESPECT OF ITS

£350,000,000 3.500 PER CENT. BONDS DUE 2025 (the 2025 BONDS)

AND

£300,000,000 6.00 PER CENT. BONDS DUE 2026 (the 2026 BONDS)

8 September 2023.

Hammerson plc (the Company) announces today the final results of its separate invitations to holders of its outstanding (a) £350,000,000 3.500 per cent. Bonds due 2025 (ISIN: XS1311391012) (the 2025 Bonds) and (b) £300,000,000 6.00 per cent. Bonds due 2026 (ISIN: XS0184639895) (the 2026 Bonds and, together with the 2025 Bonds, the Bonds and each a Series) to tender their Bonds for purchase by the Company for cash (each such invitation an Offer and together the Offers).

The Offers were announced on 31 August 2023 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 31 August 2023 (the Tender Offer Memorandum).

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 7 September 2023.

New Issue Condition

The Company confirms that the issue of the New Bonds settled on 6 September 2023, and therefore the New Issue Condition has been satisfied.

Final Acceptance Amount

The Company confirms that the Final Acceptance Amount is £100,092,000, to be allocated between the 2025 Bonds and the 2026 Bonds as set out below.

2025 Bonds

The Company will accept for purchase 2025 Bonds validly tendered pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor of 7.055 per cent., as further described in the Tender Offer Memorandum. Accordingly, the relevant Series Acceptance Amount is £11,700,000.

Pricing in respect of the Offer for the 2025 Bonds took place at around 11.00 a.m. (London time) today (the Pricing Time). The Company determined that the Purchase Price it will pay for 2025 Bonds validly tendered and accepted for purchase will be 92.064 per cent. of the nominal amount of such 2025 Bonds based on a Settlement Date of 13 September 2023.

A summary of the final results of, and pricing for, the Offer for the 2025 Bonds appears below:

.

Series Acceptance Amount	Benchmark Security Rate	Purchase Spread	Purchase Yield	Purchase Price1
£11,700,000	5.098 per cent.	245 bps	7.690 per cent.	92.064 per cent.

1.             Expressed as a percentage of the nominal amount of the 2025 Bonds.

2026 Bonds

The Company will accept for purchase all 2026 Bonds validly tendered pursuant to the relevant Offer with no pro rata scaling. Accordingly, the relevant Series Acceptance Amount is £88,392,000.

The Company confirmed that the Purchase Price it will pay for the 2026 Bonds validly tendered and accepted for purchase will be 95.520 per cent. of the nominal amount of such 2026 Bonds based on a Settlement Date of 13 September 2023.

A summary of the final results of, and pricing for, the Offer for the 2026 Bonds appears below:

Series Acceptance Amount	Benchmark Security Rate	Purchase Spread	Purchase Yield	Purchase Price1
£88,392,000	4.607 per cent.	330 bps	8.063 per cent.	95.520 per cent.

1.             Expressed as a percentage of the nominal amount of the 2026 Bonds.

General

The Settlement Date in respect of the Bonds accepted for purchase pursuant to the Offers is expected to be 13 September 2023. Following settlement of the Offers and cancellation of the relevant Bonds accepted for purchase pursuant to the Offers, £338,300,000 in aggregate nominal amount of the 2025 Bonds and £211,608,000 in aggregate nominal amount of the 2026 Bonds will remain outstanding.

The Company will also pay an Accrued Interest Payment in respect of Bonds accepted for purchase pursuant to the relevant Offer.

Lloyds Bank Corporate Markets plc (Tel: [phone]/1726; Attn: Liability Management, Commercial Banking; Email: [e-mail]); and Mizuho International plc (Tel: [phone]; Attn: Liability Management; Email: [e-mail]) are acting as Dealer Managers for the Offers (as made to the Relevant Bondholders).

Kroll Issuer Services Limited (Tel: [phone]; Attn: Alessandro Zorza; Email: [e-mail]) is acting as Tender Agent.

UK MAR: This announcement is released by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR) as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offers described above. For the purposes of UK MAR and Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Alex Dunn, Company Secretary at the Company.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement.  The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement has also been released on the SENS system of the Johannesburg Stock Exchange and on Euronext Dublin.

 

END