Klépierre S.A.
19 March 2018
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE").
19 March 2018
Klépierre S.A.
("Klépierre")
Statement
regarding Hammerson plc ("Hammerson")
Klépierre notes the recent
speculation regarding a proposal made by Klépierre to
Hammerson.
Klépierre confirms that on 8 March
2018, Klépierre made a proposal on a non-adversarial basis to the
Board of Hammerson with the intention of engaging in a constructive
dialogue regarding a possible offer to acquire the issued and to be
issued share capital of Hammerson on a standalone basis at a value
of 615 pence per Hammerson ordinary share (the "Proposal").
The Proposal represents a premium
of approximately 40.7% to the closing price of 437.10 pence per
Hammerson ordinary share on 16 March 2018, and the consideration
would comprise a combination of cash and shares in Klépierre.
The Board of Hammerson rejected
the Proposal in less than 24 hours on 9 March 2018.
The Proposal does not constitute
an offer or impose any obligation on Klépierre to make an offer,
nor does it evidence a firm intention to make an offer within the
meaning of the Code. Accordingly, there can be no certainty that
any offer will be made.
A further announcement will be
made if and when appropriate.
Rule 2.6(a) of the Code requires
that Klépierre, by not later than 5.00 p.m. on 16 April 2018,
either announces a firm intention to make an offer for Hammerson in
accordance with Rule 2.7 of the Code or announces that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline can be extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.
This announcement is being made
without the approval of Hammerson.
Klépierre reserves the following
rights:
-
To reduce the offer consideration by the amount
of any dividend or other distribution or return of capital which is
paid or becomes payable by Hammerson after the date of this
announcement, other than the 2017 final dividend of 14.8 pence per
Hammerson ordinary share payable on 26 April 2018 to Hammerson
shareholders on the register at the close of business on 16 March
2018;
-
To introduce other forms of consideration and /
or to vary the composition of the consideration;
-
To implement the transaction through or together
with a subsidiary of Klépierre or a company which will become a
subsidiary of Klépierre; and
-
To make an offer for Hammerson at any time on
less favourable terms:
Enquiries
Klépierre
Julien
Goubault
+33 (0) 1 40 67 51 85
Hubert
d'Aillières
+33 (0) 1 40 67 51 37
Goldman Sachs
International
Nick Harper
+44 (0) 20 7774 1000
Charlie Lytle (Corporate Broking)
Citigroup Global Markets
Limited
Jan Skarbek
+44 (0) 20 7986 4000
Robert Redshaw (Corporate Broking)
Brunswick Group LLP
Tim
Danaher
+44 (0) 20 7404 5959
Benoit
Grange
+33 (0) 1 53 96 83 83
A copy of this announcement will
be made available, subject to certain restrictions relating to
persons resident in restricted jurisdictions, on Klépierre's
website at www.klepierre.com by no later than noon (London time) on
the business day following this announcement. The content of this
website is not incorporated into and does not form part of this
announcement.
The closing prices for Hammerson
ordinary shares are the closing middle market quotations derived
from the London Stock Exchange Daily Official List.
Goldman Sachs International, which
is authorised by the Prudential Regulation Authority and regulated
by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting for Klépierre and no one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than Klépierre for
providing the protections afforded to clients of Goldman Sachs
International, or for giving advice in connection with the matters
described in this announcement or any matter referred to
herein.
Citigroup Global Markets Limited
("Citi"), which is authorised by the Prudential Regulation
Authority and regulated in the UK by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting for
Klépierre and no one else in connection with the matters described
in this announcement and shall not be responsible to anyone other
than Klépierre for providing the protections afforded to clients of
Citigroup Global Markets Limited, or for giving advice in
connection with the matters described in this announcement or any
matter referred to therein.
Important
information for U.S. shareholders
Hammerson is a public limited
company incorporated in England. If an offer is made it will be
subject to disclosure requirements under English law, which are
different to those of the United States. In addition, if an offer
is made it will be subject to United States Federal securities laws
promulgated under Section 14(e) of the Securities Exchange Act of
1934, as amended but other rules applicable to certain US tender
offers made in the United States do not apply, including those
rules promulgated under Section 14(d) of the Securities Exchange
Act of 1934.
Klépierre and its affiliates or
brokers (acting as agents for Klépierre or its affiliates, as
applicable) may from time to time, and other than pursuant to any
offer for Hammerson that is commenced, directly or indirectly,
purchase, or arrange to purchase outside the United States, shares
in Hammerson or any securities that are convertible into,
exchangeable for or exercisable for such shares before or during
the period in which any offer remains open for acceptance, to the
extent permitted by, and in compliance with, Rule 14e-5 under the
U.S. Exchange Act and in compliance with the Code. These purchases
may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Information about any
such purchases or arrangements to purchase that is made public in
accordance with English law and practice will be available to all
investors (including in the United States) via the Regulatory News
Service on www.londonstockexchange.com.
If any offer for Hammerson is
consummated, the transaction may have consequences under U.S.
federal income tax and applicable U.S. state and local, as well as
foreign and other, tax laws. Each shareholder is urged to consult
his or her independent professional adviser regarding the tax
consequences of any offer.
Disclosure
requirements of the Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the business day following
the date of the relevant dealing.
If two or more persons act
together pursuant to an agreement or understanding, whether formal
or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Forward looking
statements
This announcement (including
information incorporated by reference in this announcement), oral
statements made regarding the Proposal, and other information
published by Klépierre may contain statements which are, or may be
deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Klépierre about future events, and
are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Any
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Proposal on
Klépierre and Hammerson, the expected timing and scope of the
Proposal and other statements other than historical facts. Often,
but not always, forward-looking statements can be identified by the
use of forward-looking words such as "plans", "expects" or "does
not expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. Although Klépierre believes that the expectations
reflected in such forward-looking statements are reasonable,
Klépierre can give no assurance that such expectations will prove
to be correct. By their nature, forward looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. Such forward-looking statements should therefore be
construed in the light of such factors. Neither Klépierre nor any
of its associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other
than in accordance with their legal or regulatory obligations,
Klépierre is under no obligation, and Klépierre expressly disclaims
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No statement in this announcement
is intended as a profit forecast or profit estimate.
Inside
information
Pursuant to the commission
implementing regulation (EU) 2016/1055 of 29 June 2016 laying down
implementing technical standards with regard to the technical means
for appropriate public disclosure of inside information and for
delaying the public disclosure of inside information in accordance
with Regulation (EU) No 596/2014 of the European Parliament and of
the Council, this press release may contain inside information and
has been sent to the authorized broadcaster of Klépierre on 19
March 2018 at 8.00am CET.
Rule 2.9 of the
Code
For the purposes of Rule 2.9 of
the Code, Klépierre confirms that it has in issue 314,356,063
shares of €1.40 each. The ISIN for the shares is FR0000121964.
Klépierre_Hammerson_Announcement_20180319_EN
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Klépierre via Globenewswire
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