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Hammerson plc announces Final Results of Tender Offers in respect of its bonds due 2025 and bonds due 2026

Published: 2023-09-08 15:00:31 ET
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Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE and Euronext Dublin share code: HMSO           JSE share code: HMN
ISIN: GB00BK7YQK64
(“Hammerson” or “the Company”)




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 (EUWA).
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
DOCUMENT.
                                     HAMMERSON PLC ANNOUNCES
                       FINAL RESULTS OF TENDER OFFERS IN RESPECT OF ITS
                    £350,000,000 3.500 PER CENT. BONDS DUE 2025 (the 2025 BONDS)
                                                  AND
                     £300,000,000 6.00 PER CENT. BONDS DUE 2026 (the 2026 BONDS)



8 September 2023.

Hammerson plc (the Company) announces today the final results of its separate invitations to holders of its
outstanding (a) £350,000,000 3.500 per cent. Bonds due 2025 (ISIN: XS1311391012) (the 2025 Bonds) and (b)
£300,000,000 6.00 per cent. Bonds due 2026 (ISIN: XS0184639895) (the 2026 Bonds and, together with the 2025
Bonds, the Bonds and each a Series) to tender their Bonds for purchase by the Company for cash (each such
invitation an Offer and together the Offers).

The Offers were announced on 31 August 2023 and were made on the terms and subject to the conditions
contained in the tender offer memorandum dated 31 August 2023 (the Tender Offer Memorandum).

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer
Memorandum.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 7 September 2023.

New Issue Condition

The Company confirms that the issue of the New Bonds settled on 6 September 2023, and therefore the New Issue
Condition has been satisfied.

Final Acceptance Amount

The Company confirms that the Final Acceptance Amount is £100,092,000, to be allocated between the 2025
Bonds and the 2026 Bonds as set out below.

2025 Bonds
The Company will accept for purchase 2025 Bonds validly tendered pursuant to the relevant Offer subject to pro
rata scaling at a Scaling Factor of 7.055 per cent., as further described in the Tender Offer Memorandum.
Accordingly, the relevant Series Acceptance Amount is £11,700,000.

Pricing in respect of the Offer for the 2025 Bonds took place at around 11.00 a.m. (London time) today (the
Pricing Time). The Company determined that the Purchase Price it will pay for 2025 Bonds validly tendered and
accepted for purchase will be 92.064 per cent. of the nominal amount of such 2025 Bonds based on a Settlement
Date of 13 September 2023.

A summary of the final results of, and pricing for, the Offer for the 2025 Bonds appears below:

.

Series Acceptance
     Amount               Benchmark Security Rate            Purchase Spread             Purchase Yield          Purchase Price1

     £11,700,000                5.098 per cent.                   245 bps                 7.690 per cent.         92.064 per cent.

1.          Expressed as a percentage of the nominal amount of the 2025 Bonds.

2026 Bonds

The Company will accept for purchase all 2026 Bonds validly tendered pursuant to the relevant Offer with no pro
rata scaling. Accordingly, the relevant Series Acceptance Amount is £88,392,000.

The Company confirmed that the Purchase Price it will pay for the 2026 Bonds validly tendered and accepted for
purchase will be 95.520 per cent. of the nominal amount of such 2026 Bonds based on a Settlement Date of 13
September 2023.

A summary of the final results of, and pricing for, the Offer for the 2026 Bonds appears below:

Series Acceptance
     Amount                Benchmark Security Rate            Purchase Spread              Purchase Yield          Purchase Price1

     £88,392,000                 4.607 per cent.                   330 bps                 8.063 per cent.          95.520 per cent.

1.          Expressed as a percentage of the nominal amount of the 2026 Bonds.

General

The Settlement Date in respect of the Bonds accepted for purchase pursuant to the Offers is expected to be 13
September 2023. Following settlement of the Offers and cancellation of the relevant Bonds accepted for purchase
pursuant to the Offers, £338,300,000 in aggregate nominal amount of the 2025 Bonds and £211,608,000 in
aggregate nominal amount of the 2026 Bonds will remain outstanding.

The Company will also pay an Accrued Interest Payment in respect of Bonds accepted for purchase pursuant to
the relevant Offer.

Lloyds Bank Corporate Markets plc (Tel: +44 (0) 20 7158 1719/1726; Attn: Liability Management,
Commercial Banking; Email: LBCMLiabilityManagement@lloydsbanking.com); and Mizuho International plc
(Tel: +44 20 7090 6134; Attn: Liability Management; Email: liabilitymanagement@uk.mizuho-sc.com) are acting
as Dealer Managers for the Offers (as made to the Relevant Bondholders).

Kroll Issuer Services Limited (Tel: +44 20                             7704      0880;   Attn:   Alessandro   Zorza;   Email:
hammerson@is.kroll.com) is acting as Tender Agent.

UK MAR: This announcement is released by the Company and contains information that qualified or may have
qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
(MAR) as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information
relating to the Offers described above. For the purposes of UK MAR and Article 2 of the binding technical




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standards published by the Financial Conduct Authority in relation to MAR as regards Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Alex Dunn, Company Secretary at the Company.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer
or invitation to acquire any securities is being made pursuant to this announcement. 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.



Hammerson has its primary listing on the London Stock Exchange and secondary inward listings on
the Johannesburg Stock Exchange and Euronext Dublin.

Sponsor: Investec Bank Limited




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