Hammerson clarification re: press report
Hammerson plc
27 February 2018
Hammerson clarification re: press report
Hammerson plc ("Hammerson") notes the press reports referring to the positive feedback it has received from its discussions with shareholders in relation to its recommended all-share offer for intu Properties plc (the "Acquisition").
For the purposes of Rule 19.3 of the Takeover Code, Hammerson clarifies that this positive feedback should not be treated as formal statements of support.
As set out within the formal announcement on 6 December 2017 (the "Rule 2.7 Announcement"), Hammerson has received irrevocable undertakings or letters of intent from Intu Shareholders to vote in favour of the Scheme at the Court Meeting and the resolutions proposed at the Intu General Meeting in respect of approximately 50.6 per cent. of Intu's issued share capital at close of business on 5 December 2017 (being the last Business Day before the date of the 2.7 Announcement). Hammerson has also received irrevocable undertakings or letters of intent from Hammerson Shareholders to vote in favour of the resolutions to be proposed at the Hammerson General Meeting in respect of approximately 11.9 per cent. of Hammerson's issued share capital as at 5 December 2017 (being the last Business Day before the date of the 2.7 Announcement).
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Enquiries
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FTI Consulting (Public Relations Adviser to Hammerson)
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John Waples Dido Laurimore Tom Gough
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Tel: +44 (0)20 3727 1000 |
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Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
International Securities Identification Number and Legal Entity Identifier ("LEI")
The International Securities Identification Number for Hammerson's ordinary shares is GB0004065016 and Hammerson's LEI number is 213800G1C9KKVVDN1A60.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Hammerson's website at www.hammerson.com/investors by no later than 12 noon (London time) on 28 February 2018 (being the first Business Day following the day of this announcement).
A copy of this announcement has also been released on the SENS system of the Johannesburg Stock Exchange.
This information is provided by RNS
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