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 Condition of the Offer The Offer will be subject to valid acceptances being received (and not, where permitted, withdrawn) by 3.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as Hammerson may, subject to the rules of the City Code, decide) in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

Companies

Hammerson (HMSO)
UK 100

Latest directors dealings