Bond Tender Offer Update
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 .
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 JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
HAMMERSON PLC ANNOUNCES MAXIMUM ACCEPTANCE AMOUNT FOR ITS TENDER OFFER IN RESPECT OF ITS
€500,000,000 1.750 PER CENT. BONDS DUE 2023 (THE 2023 BONDS)
27 May 2021.
Further to its announcement dated 20 May 2021, Hammerson plc (the Company) announces today the Maximum Acceptance Amount for the purposes of its invitation to holders of its outstanding €500,000,000 1.750 per cent. Bonds due 2023 (ISIN: XS1379158550) (the 2023 Bonds) to tender their 2023 Bonds for purchase by the Company for cash (the 2023 Bonds Offer and, together with the Company's separate invitation to holders of its €500,000,000 2.000 per cent. Bonds due 2022 (ISIN: XS1081656180) (the 2022 Bonds and, together with the 2023 Bonds, the Bonds) the Offers and each such invitation an Offer).
The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 20 May 2021 (the Tender Offer Memorandum), prepared by the Company, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Bondholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers.
Pricing of the New Bonds and New Issue Condition
Hammerson Ireland Finance DAC , a wholly owned subsidiary of the Company, priced a new issue of Sustainability-linked Bonds on 26 May 2021 (the New Bonds) . The New Bonds are to be guaranteed by the Company, and the issue proceeds of the New Bonds are to be on-lent to the Company .
Following the pricing of the New Bonds, Hammerson Ireland Finance DAC expects to issue €700,000,000 in aggregate nominal amount of the New Bonds at an issue price of 99.112 per cent. Interest will be payable on the New Bonds at a rate of 1.750 per cent. per annum, payable annually in arrear on 3 June in each year (subject to a potential step up in the interest rate in the New Bond's final year to maturity if certain sustainability-linked targets are not met). The maturity date for the New Bonds is 3 June 2027.
The Company's purchase of any Bonds validly tendered in the relevant Offer is subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Bonds (the New Issue Condition).
Even if the New Issue Condition is satisfied, the Company is under no obligation to accept for purchase any Bonds tendered pursuant to the relevant Offer. The acceptance for purchase by the Company of Bonds validly tendered pursuant to the relevant Offer is at the sole discretion of the Company, and tenders may be rejected by the Company for any reason or for no reason.
2023 Bonds Maximum Acceptance Amount
Following the pricing and sizing of the New Bonds, the 2023 Bonds Maximum Acceptance Amount (which is the maximum aggregate nominal amount of 2023 Bonds that the Company proposes to accept for purchase pursuant to the 2023 Bonds Offer) has been set at €500,000,000. If the Company decides to accept any 2023 Bonds for purchase pursuant to the 2023 Bonds Offer, the Company intends that it will accept all of the 2023 bonds validly tendered in the 2023 Bonds Offer, with no pro rata scaling.
General
Any investment decision to purchase any New Bonds should be made solely on the basis of the information contained in the prospectus to be prepared in connection with the issue and listing of the New Bonds (the Prospectus), and no reliance is to be placed on any representations other than those contained in the Prospectus.
For the avoidance of doubt, the ability to purchase New Bonds is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Bondholder and the selling restrictions set out in the Prospectus). It is the sole responsibility of each Bondholder to satisfy itself that it is eligible to purchase the New Bonds.
The Prospectus, when published, will be available on the Company's website ( www.hammerson.com/investors/shareholder-information/debt-investors ).
The New Bonds are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Bonds in the United States or any other jurisdiction. Securities 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 New Bonds 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.
Compliance information for the New Bonds: No EU PRIIPS KID - eligible counterparties and professional clients only (all distribution channels). No sales to EEA retail investors; no key information document in respect of the EEA has been or will be prepared. UK MiFIR professionals/ECPs-only/No UK PRIIPS KID - eligible counterparties and professional clients only (all distribution channels). No sales to UK retail investors; no key information document in respect of the UK has been or will be prepared.
No action has been or will be taken in any jurisdiction in relation to the New Bonds to permit a public offering of securities.
For detailed terms of the Offers please refer to the Tender Offer Memorandum which (subject to distribution restrictions) can be obtained from the Tender Agent referred to below.
Barclays Bank PLC ( Telephone: +44 (0) 20 3134 8515, Attention: Liability Management Group, Email: eu.lm@barclays.com ), BNP Paribas (Telephone: +33 1 55 77 78 94, Attention: Liability Management Group, Email: liability.management@bnpparibas.com ) , J.P. Morgan Securities plc (Telephone: +44 20 7134 2468 Attention: Liability Management, Email: liability_management_EMEA@jpmorgan.com ) and MUFG Securities EMEA plc (Telephone: +44 20 7577 4218, Attention: Liability Management Group, Email: liability.management@mufgsecurities.com ) are acting as Dealer Managers for the Offers.
Lucid Issuer Services Limited (Telephone: +44 20 7704 0880, Attention: Jacek Kusion / Harry Ringrose, Email: hammerson@lucid-is.com) is acting as Tender Agent.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Bondholder 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. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Bonds pursuant to the Offers. None of the Company, the Dealer Managers and the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates makes any recommendation whether Bondholders should tender Bonds pursuant to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
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. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Bonds (and tenders of Bonds in the relevant Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the relevant Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the relevant Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.
In addition to the representations referred to below in respect of the United States, each Bondholder participating in the Offers will also be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Tender Offer Memorandum.
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 (as defined in Regulation S of the Securities Act (each a 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 New Bonds 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. Bondholders 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. 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. 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.
The announcement above has also been released on the SENS system of the Johannesburg Stock Exchange and Euronext Dublin.
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