Potential new Sterling-denominated issuance
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.
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