RESULTS OF PLACING

Summary by AI BETAClose X

Hammerson PLC has successfully completed a non-pre-emptive placing of new ordinary shares, raising £189 million to partly fund its acquisition of a 50% stake in Manchester Arndale. A total of 52,098,942 new shares were placed at 355 pence per share, representing a 3.8% discount to the previous day's closing price. The company also conducted a separate retail offer and saw participation from its directors, with the total new shares issued representing approximately 10% of the existing share capital. These new shares are expected to be admitted to trading on the London Stock Exchange, Euronext Dublin, and the JSE on August 4, 2026.

Disclaimer*

Hammerson PLC
30 July 2026
 

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM (THE "ANNOUNCEMENT"), IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

LEI: 213800G1C9KKVVDN1A60

For immediate release

30 July 2026

 

                                      HAMMERSON PLC ("HAMMERSON", THE "COMPANY", THE "GROUP")

RESULTS OF PLACING

 

Hammerson announces the successful pricing of the non-pre-emptive placing of new ordinary shares of 5 pence each in the capital of the Company (the "Ordinary Shares") announced on 30 July 2026 (the "Placing").

Rob Wilkinson, Chief Executive Officer of Hammerson, said:

 

"We are delighted with the strong support received for this important equity issue raising £189 million, following our acquisition of a 50% stake in Manchester Arndale. This is another significant step in delivering our strategy, enhancing the quality and scale of our portfolio while providing attractive opportunities for long-term value creation. We would like to thank both existing and new shareholders for their continued support."

A total of 52,098,942 new Ordinary Shares in the capital of the Company (the "Placing Shares") have been placed by Morgan Stanley & Co. International plc ("Morgan Stanley"), Investec Bank Limited ("Investec"), and Peel Hunt LLP ("Peel Hunt"), (together, the "Banks"), at a price of 355 pence per Placing Share (the "Placing Price") equivalent to ZAR 78.81 per Placing Share based on the exchange rate at the time the Placing Price was set.

The Placing Price of 355 pence represents a discount of 3.8 per cent. to the closing price on 29 July 2026, which was 369 pence.

Hammerson consulted with a number of its major shareholders prior to the Placing and has respected the principles of pre-emption through the allocation process.

 

Concurrently with the Placing, there has been a separate retail offer via RetailBook to provide retail investors in the United Kingdom with an opportunity to acquire new Ordinary Shares (the "Retail Offer Shares") at the Placing Price (the "Retail Offer"). The Retail Offer was not made subject to the terms and conditions of the Placing for invited placees, and instead a separate announcement has been made regarding the Retail Offer and its terms. Members of the public have not been entitled to participate in the Placing. The Retail Offer was conditional on the Placing, but the Placing was not conditional on the Retail Offer.

 

In addition to the Placing and the Retail Offer, certain directors of the Company, including the Chief Executive Officer and Chief Financial Officer, have subscribed for the new Ordinary Shares (the "Subscription Shares")

 

The Placing Shares, the Retail Offer Shares and the Subscription Shares amount, in aggregate, to 53,163,160 new Ordinary Shares (together, the "New Ordinary Shares"), representing c.10% of the existing issued share capital of the Company.

 

Hammerson is pleased to announce that the Financial Surveillance Department of the South African Reserve Bank has given its requisite approval to inward list all of the New Ordinary Shares on the Main Board of the securities exchange operated by the JSE Limited ("JSE").

 

Applications have been, or will be, made for the New Ordinary Shares to be admitted to:

 

(a)  trading on the main market for listed securities of the London Stock Exchange;

 

(b)  listing on the Official List of The Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") (the "Irish Official List") and to trading on the main market for listed securities of Euronext Dublin; and

 

(c)   listing and trading as a secondary inward listing on the Main Board of the securities exchange the JSE,

 

("Admission").

 

For the purposes of the Terms and Conditions of the Placing, it is therefore expected that First Admission, Second Admission, Retail Admission and Subscription Admission will occur simultaneously at Admission.

 

It is expected that settlement of subscriptions in respect of the New Ordinary Shares (subject to Admission becoming effective), and trading in the New Ordinary Shares on the London Stock Exchange, Euronext Dublin and the JSE will commence at 8.00 a.m. (London time) / 9.00 a.m. (Johannesburg time) on 4 August 2026

 

The above proposed dates and times may be subject to change at the discretion of the Company and the Banks.

The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

For purposes of the Disclosure Guidance and Transparency Rules and the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) of Ireland, following Admission, the total number of shares in issue in the Company will be 585,217,753. Hammerson currently holds 9,032 shares as treasury shares, and, therefore, following Admission, the total number of voting shares in Hammerson in issue will be 585,208,721. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules and the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) of Ireland.

The person responsible for making this Announcement on behalf of Hammerson is Alex Dunn, General Counsel & Company Secretary.

 

The date and time of this Announcement is the same as the date and time that it has been communicated to the media.

 

For further information on the Announcement, please contact:

Hammerson Investor Contact

Josh Warren                                                                                                                                       +44 (0) 20 7887 1053

 

Morgan Stanley (Global Coordinator, Financial Adviser, Joint Corporate Broker)

Andrew Foster                                                                                                                                  +44 (0) 20 7425 8000

Emma Whitehouse

Jun Sandeman

Hannah Mackey

 

Peel Hunt (Global Coordinator, Financial Adviser, Joint Corporate Broker)

Capel Irwin                                                                                                                                          +44 (0) 20 7418 8900

Sohail Akbar

Chloe Ponsonby

Henry Nicholls

 

Investec (Financial Adviser, Sole SA Bookrunner and Placing Agent, JSE Sponsor)

Jarrett Geldenhuys                                                                                                                                  +27 11 286 9481

Ashleigh Williams

Kyle Rollinson

Karl Priessnitz

 

Lazard (Financial Adviser)

Patrick Long                                                                                                                           +44 (0) 20 7187 2000

Jolyon Coates

Simon Chambers

Sebastian O'Shea-Farren

 

MHP for Hammerson

Oliver Hughes                                                                                                                                    +44 (0) 20 3128 8100

Ollie Hoare

Charles Hirst

 

Slaughter and May is acting as legal adviser to the Company in respect of the Equity Issue. Cravath, Swaine & Moore LLP is acting as U.S. legal adviser to the Company in respect of the Equity Issue. Bowmans is acting as South African legal adviser to the Company in respect of the Equity Issue.

 

Freshfields LLP is acting as UK and U.S. legal adviser to the Banks in respect of the Equity Issue.

 

CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to the Company in respect of the Acquisition.

 

Directors' participation in the Subscription

The following directors of the Company have subscribed for the following number of Subscription Shares at the Placing Price as part of the Subscription:

 

Name

Number of Ordinary Shares

Rob Wilkinson

28,169

Himanshu Raja

28,169

Habib Annous

7,880

 

Pre-Emption Group Reporting

 

The Placing is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post-transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).

 

Name of issuer

Hammerson plc

Transaction details

In aggregate, the Placing of 52,098,942 ordinary shares represents approximately 9.8% of the Company's issued ordinary share capital. The Placing, Retail Offer and Subscription in aggregate represent c.10% of the current issued share capital of the Company.

 

It is expected that settlement of subscriptions in respect of the New Ordinary Shares (subject to Admission becoming effective), and trading in the New Ordinary Shares on the London Stock Exchange, Euronext Dublin and the  JSE will commence at 8.00 a.m. (London time) / 9.00 a.m. (Johannesburg time) on 4 August 2026

Use of proceeds

The net proceeds of the Placing, Retail Offer and Subscription will be used to part-fund a portion of the consideration for the proposed acquisition by the Group of a 50% interest in Manchester Arndale and other transaction-related costs.

Quantum of proceeds

In aggregate, the Placing, Retail Offer and Subscription will raise gross proceeds of approximately £189 million and net proceeds of approximately £185 million.

Discount

The Placing Price of 355 pence represents a discount of 3.8 per cent. to the closing price on 29 July 2026, which was 369 pence.

Allocations

Soft pre-emption has been adhered to in the allocations process, where possible. Management was involved in the allocations process, which has been carried out in compliance with the MIFID II allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata interests and wall-crossed accounts.

 

Consultation

Prior to launch of the Placing, the Banks undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent reasonably practicable and permitted by law.

Retail investors

Following discussions between the Banks and the Company, the separate Retail Offer was made available to eligible retail investors in the United Kingdom via RetailBook, for a total of 1,000,000 Retail Offer Shares.

 

Retail investors who participated in the Retail Offer were able to do so at the same Placing Price as all other investors participating in the Placing and the Director Subscription. Investors were able to participate through RetailBook's partner network of retail brokers, wealth managers and investment platforms. As such, to the extent practicable on the transaction timetable, eligible UK retail investors (including certificated retail shareholders) had the opportunity to participate in the Retail Offer alongside institutional investors.

 

Allocations in the Retail Offer were preferentially directed towards  existing shareholders in keeping with the principle of soft pre-emption.

 

In addition, 3 directors of the Company agreed to subscribe for Subscription Shares pursuant to the Subscription.

 

 

IMPORTANT NOTICES

paragraph 15 of Schedule 1 to the POATR and (i) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, or (c) in the case of persons located in the United States, persons who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the US Securities Act of 1933, as amended), or (d) persons in South Africa: (i) who fall within one of the specified categories listed in section 96(1)(a) of the South African Companies Act; or (ii) who are selected persons, acting as principal, acquiring Placing Shares for a total contemplated acquisition cost of R1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act, or (e) persons to whom it may otherwise be lawfully communicated (all such persons in (a), (b), (c) (d) and (e) together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

an Authorised Financial Services Provider (11750), a Registered Credit Provider (NCRCP 9), an authorised Over the Counter Derivatives Provider, and a member of the JSE . The Banks are acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice to any other person in relation to the Placing and/or any other matter referred to in this Announcement. As required by applicable securities laws, the licensing status of the Banks in the Republic of South Africa is as follows: Morgan Stanley & Co. International plc holds an exemption from the licensing requirement of the Financial Advisory and Intermediary Services Act 37 of 2002 ("FAIS") and it is therefore not regulated in the Republic of South Africa.

the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) of Ireland, UK MAR or EU MAR. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement. The information in this announcement is subject to change without notice. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

This Announcement does not constitute a recommendation to acquire any securities of the Company.

Information to Distributors

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

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

 

 

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