Wrap Text
Completion of Rights Issue and Rump Placing
Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE share code: HMSO JSE share code: HMN
ISIN: GB00BK7YQK64
(“Hammerson” or “the Company”)
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA,
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE OR FORM PART
OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. IT IS NOT AN OFFER TO
ISSUE OR SELL, OR THE SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE, SECURITIES TO U.S. PERSONS OR IN ANY JURISDICTION, INCLUDING
IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR ANY
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FOR IMMEDIATE RELEASE.
25 September 2020
Hammerson plc
("Hammerson" or the "Group" or the “Company”)
ISIN: GB00BK7YQK64
LSE share code: HMSO / JSE share code: HMN
Completion of Rights Issue and Rump Placing
Following the announcement earlier today regarding valid acceptances under the fully committed and
underwritten 24 for 1 Rights Issue announced by the Company on 6 August 2020, the Company
confirms that J.P. Morgan Cazenove and Morgan Stanley, in their capacity as Joint Global Coordinators,
have successfully procured subscribers for all of the 189,122,397 New Shares for which valid
acceptances were not received, representing approximately 5.1 per cent. of the total number of New
Shares to be issued pursuant to the fully committed and underwritten Rights Issue, at a price of 15
pence or ZAR3.41 per New Share.
There are no net proceeds from the sale of these New Shares, after deduction of the UK Issue Price of
15 pence per New Share or the SA Issue Price of ZAR3.41 per New Share (as applicable), to be paid
to the relevant holder of the Rights at the time they lapsed.
Capitalised terms used but not otherwise defined in this announcement have the meanings given to
them in the Prospectus, which is available on the Company’s website
(www.hammersontransaction.com).
Hammerson has its primary listing on the London Stock Exchange and a secondary inward listing on
the Johannesburg Stock Exchange.
Sponsor:
Investec Bank Limited
Enquiries
Hammerson
Investor Contact
Josh Warren, Hammerson, Head of Investor Relations
Tel: +44 20 7887 1053
josh.warren@hammerson.com
Media Contact
Hammerson
Catrin Sharp, Head of Corporate Communications
Tel: +44 20 7887 1063
catrin.sharp@hammerson.com
J.P. Morgan Cazenove +44 (0)20 7742 4000
(Joint Financial Adviser, Joint UK Sponsor, Joint Global Coordinator and Joint Corporate
Broker to Hammerson)
Edmund Byers
Barry Meyers
Paul Hewlett
Morgan Stanley +44 (0)20 7425 8000
(Joint Financial Adviser, Joint UK Sponsor, Joint Global Coordinator and Joint Corporate
Broker to Hammerson)
Ben Grindley
Nick White
Richard Brown
Lazard +44 (0)20 7187 2000
(Joint Financial Adviser and Joint UK Sponsor)
William Rucker
Patrick Long
Nick Fowler
Barclays +44 (0)20 7623 2323
(Joint Bookrunner)
Brendan Jarvis
Lawrence Jamieson
Tom Macdonald
Investec
(JSE Sponsor)
Monica Griessel +72 72 110 9631
Robert Smith +27 82 885 7363
Karl Priessnitz +27 82 569 5240
FTI Consulting +44 (0)20 3727 1000
Dido Laurimore +44 (0) 7801 654 424
John Waples +44 (0) 7717 814 520
Richard Gotla +44 (0) 7904 122 207
Hammerson@fticonsulting.com
IMPORTANT NOTICE
This announcement has been issued by and is the sole responsibility of the Company. This
announcement is not a circular or a prospectus but an advertisement and investors should not acquire
any nil paid rights, fully paid rights or New Shares referred to in this announcement except on the basis
of the information contained in the combined prospectus and circular (the “Prospectus”) to be
published by the Company in connection with the Disposal and the Rights Issue in due course. The
information contained in this announcement is for background purposes only and does not purport to
be full or complete. A copy of the Prospectus, when published, will be available on the Company's
website, provided that the Prospectus will not, subject to certain exceptions, be available to certain
shareholders in certain restricted or excluded territories. The Prospectus will give further details of the
Disposal and the Rights Issue.
Any decision to participate in the Rights Issue must be made solely on the basis of the Prospectus to
be published by the Company in due course. The information contained in this announcement is for
background purposes only and no reliance may or should be placed by any person for any purpose
whatsoever on the information contained in this announcement or on its completeness, accuracy or
fairness. Recipients of this announcement should conduct their own investigation, evaluation and
analysis of the business, data and property described in this announcement. This announcement does
not constitute a recommendation concerning any investor's decision or options with respect to the
Disposal or the Rights Issue. The information in this announcement is subject to change.
This announcement is for information purposes only and shall not constitute or form part of any offer
to issue or sell, or the solicitation of any offer to purchase, subscribe for or otherwise acquire, any
securities of the Company in the United States (including its territories and possessions, any state of
the United States and the District of Columbia) (the “United States” or “US”) or any other jurisdiction
where such offer or sale would be unlawful. The securities referred to herein (the “Securities”) have
not been and will not be registered under the US 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 accordingly may not be offered, sold, resold, pledged, taken up, exercised, renounced, delivered,
distributed or transferred directly or indirectly, into or within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any relevant state or other jurisdiction of the
United States. No public offering of the Securities has been or will be made in the United States.
Neither this announcement nor any other document connected with the Rights Issue or Disposal has
been approved or disapproved by the United States Securities and Exchange Commission or by the
securities commissions of any state or other jurisdiction of the United States or any other US regulatory
authority, and none of the foregoing authorities or any securities commission has passed upon or
endorsed the merits of the offering of nil paid rights, fully paid rights or New Shares or the accuracy or
adequacy of this announcement or any other document connected with the Rights Issue or Disposal.
Any representation to the contrary is a criminal offence in the United States.
The distribution of this announcement and any proposed offering and/or issue of securities referred to
herein in certain jurisdictions may be restricted by law. No action has been taken by the Company,
J.P. Morgan Securities plc, Morgan Stanley & Co International plc, Lazard & Co., Limited, Barclays
Bank PLC, Investec Bank Limited or any of their respective affiliates (collectively, the “Banks”) that
would permit an offer of securities or possession or distribution of this announcement or publicity
material relating to securities in any jurisdiction where action for that purpose is required. Persons into
whose possession this announcement comes are required by the Company and the Banks to inform
themselves about and to observe any such restrictions. Any failure to comply with any such restrictions
may constitute a violation of the securities laws of such jurisdiction.
JP Morgan Securities plc (which conducts its UK investment banking activities under the marketing
name J.P. Morgan Cazenove), Morgan Stanley & Co International plc and Barclays Bank PLC
(together, the “Underwriters”) are each authorised in the United Kingdom by the Prudential Regulation
Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial
Conduct Authority. Lazard & Co., Limited is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Investec Bank Limited is authorised and regulated in South Africa by,
inter alia, the Financial Sector Conduct Authority. Each of the Banks is acting exclusively for the
Company and no one else in connection with the Rights Issue and the Disposal and will not regard any
other person (whether or not a recipient of this announcement) as a client in relation to the Rights
Issue and the Disposal and will not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients or for providing advice in relation to the Rights Issue
and the Disposal or any matters, transactions or arrangements referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Banks by the
Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable, neither the Banks nor any of their
respective subsidiaries, branches or affiliates, accept any duty, liability or responsibility whatsoever
(whether direct or indirect) to any person for any acts or omissions of the Company as to the contents
of this announcement or make any representation or warranty, express or implied, as to the contents
of this announcement including its accuracy, completeness or verification or for any statement made
or purported to be made by it, or on its behalf, in connection with the Company, the nil paid rights, the
fully paid rights, the New Shares, the Rights Issue or the Disposal and nothing in this announcement
shall be relied upon as a promise or representation in this respect, whether or not as to the past or
future. The Banks and their respective subsidiaries, branches and affiliates accordingly disclaim, to
the fullest extent permitted by law, all and any duty, liability and responsibility whatsoever arising in tort,
contract or otherwise which any of them might otherwise have in respect of this announcement or any
such statement.
The Underwriters, in accordance with applicable legal and regulatory provisions, may engage in
transactions in relation to nil paid rights, fully paid rights, the New Shares, letters of allocation and/or
related instruments for their own account for the purpose of hedging their underwriting exposure or
otherwise. In connection with the Rights Issue, the Underwriters and any of their respective affiliates,
acting as investors for their own accounts may acquire New Shares as a principal position and in that
capacity may retain, acquire, subscribe for, purchase, sell, offer to sell or otherwise deal for their own
accounts in such New Shares and other securities of the Company or related investments in connection
with the Rights Issue or otherwise. Accordingly, references in this document to the New Shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any
issue, offer, subscription, acquisition, placing or dealing by each of the Underwriters and any of their
respective affiliates acting as investors for their own accounts. In addition, certain of the Underwriters
or their respective affiliates may enter into financing arrangements (including swaps or contracts for
difference) with investors in connection with which such Underwriters (or their respective affiliates)
may from time to time acquire, hold or dispose of New Shares. The Underwriters may also coordinate
a sell-down in the event that any underwriting crystallises as a result of the Rights Issue. Except as
required by applicable law or regulation, the Underwriters and their respective affiliates do not propose
to make any public disclosure in relation to such transactions.
In the event that the Underwriters acquire New Shares which are not taken up by Qualifying
Shareholders, the Underwriters may co-ordinate disposals of such shares in accordance with
applicable law and regulation. Except as required by applicable law or regulation, the Underwriters
and their respective affiliates do not propose to make any public disclosure in relation to such
transactions.
Neither the contents of the Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this announcement.
This announcement does not constitute a recommendation concerning any investor’s options with
respect to the Rights Issue. The price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested upon disposal of the shares. Past
performance is no guide to future performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each investor or prospective investor should
consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
None of the Banks nor any of their respective affiliates accepts any responsibility or liability whatsoever
for or makes any representation or warranty, express or implied, as to this announcement, including
the truth, accuracy, fairness, sufficiency or completeness of the information or the opinions or beliefs
contained in this announcement (or any part hereof). None of the information in this announcement
has been independently verified or approved by the Banks or any of their respective affiliates. Save in
the case of fraud, no responsibility or liability is accepted by the Banks or any of their respective
affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost
or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this
announcement or its contents or otherwise in connection with this announcement.
No person has been authorised to give any information or to make any representations other than
those contained in this announcement and, if given or made, such announcements must not be relied
on as having been authorised by the Company, the Banks or any of their respective affiliates. Subject
to the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency
Rules and MAR, the issue of this announcement and any subsequent announcement shall not, in any
circumstances, create any implication that there has been no change in the affairs of the Group since
the date of this announcement or that the information contained in it is correct as at any subsequent
date.
This announcement contains "forward-looking statements" which includes all statements other than
statements of historical fact, including, without limitation, those regarding the Company's financial
position, business strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and other important
factors beyond the Company's control that could cause the actual results, performance or
achievements of the Company to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this announcement. None of the Company,
the Banks or their respective affiliates undertakes or is under any duty to update this announcement
or to correct any inaccuracies in any such information which may become apparent or to provide you
with any additional information, other than any requirements that the Company may have under
applicable law or the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and
Transparency Rules or 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.
The New Shares will not be admitted to trading on any stock exchange other than the London Stock
Exchange and the JSE Limited.
Securities transfer tax (“STT”) is a tax levied in South Africa on a transfer of beneficial ownership of a
security issued by a company which is listed in South Africa (i.e. a disposal of a share). There is no
STT payable on the issue of a share by a company. STT at 0.25% will accordingly be payable upon a
transfer of beneficial ownership of shares in Hammerson. In the context of listed shares, STT is
normally payable by, inter alia, brokers and transfer secretaries (and recoverable from the transferee).
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares
have been subject to a product approval process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in
the MiFID II Product Governance Requirements) should note that: the price of the New Shares may decline
and investors could lose all or part of their investment; the New Shares offer no guaranteed income
and no capital protection; and an investment in the New Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Rights Issue. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Underwriters will only procure investors (in
connection with the Rights Issue) who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other action whatsoever with respect to the
New Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New
Shares and determining appropriate distribution channels.
Date: 25-09-2020 12:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
