TIDMHMSO
RNS Number : 0705A
Hammerson PLC
25 September 2020
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
Results of Rights Issue
The Company today announces that, as at 11.00 a.m. (London time)
and 12.00 p.m. (Johannesburg time) on 24 September 2020, being the
latest time and date for receipt of valid acceptances, it had
received valid acceptances in respect of 3,489,086,931 New Shares,
representing 94.9 per cent of the total number of New Shares
offered to Qualifying Shareholders pursuant to the Rights Issue
announced by the Company on 6 August 2020.
It is expected that the New Shares in uncertificated form will
be credited to CREST or Strate accounts, as applicable, as soon as
practicable after 10.00 a.m. (London time) on 25 September 2020.
Definitive share certificates in respect of New Shares in
certificated form will be dispatched to Qualifying Non-CREST
Shareholders and Qualifying South African Shareholders who hold
their Shares in certificated form by 9 October 2020. It is expected
that the New Shares will commence trading fully paid on the London
Stock Exchange at 8.00 a.m. (London time) today, 25 September 2020.
Listing of the New Shares and dealings on the Johannesburg Stock
Exchange commenced on 21 September 2020.
In accordance with their obligations as Joint Global
Coordinators, J.P. Morgan Cazenove and Morgan Stanley will use
reasonable endeavours to procure, on behalf of the Company, by no
later than 4.30 p.m. on 28 September 2020, acquirers for all (or as
many as possible) of the remaining 189,122,397 New Shares not
accepted, failing which the Underwriters have agreed to acquire, on
a several basis, or procure that sub-underwriters acquire, any
remaining underwritten New Shares.
In respect of New Shares not validly taken up under the Rights
Issue, any premium over the UK Issue Price of 15 pence per New
Share or the SA Issue Price of ZAR3.41 per New Share (as
applicable) and the related expenses of procuring subscribers
(including any applicable brokerage and other commissions and any
amounts attributable to VAT and currency conversion costs) will be
paid to the relevant Shareholders in accordance with the terms of
the Rights Issue, pro rata to their lapsed provisional allotments,
save that, in accordance with the terms of the Rights Issue,
individual amounts of less than GBP5.00 (or the equivalent in ZAR,
calculated using the applicable spot exchange rate) will not be
paid to such persons but will be aggregated and retained for the
Company's own benefit.
A further announcement as to the number of New Shares for which
subscribers have been procured will be made in due course.
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).
The announcement above has also been released on the SENS system
of the Johannesburg Stock Exchange.
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.
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END
ARIBIGDCDSDDGGS
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