Klépierre : Statement regarding Hammerson plc ("Hammerson")

Klépierre S.A.

13 April 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

FOR IMMEDIATE RELEASE

Statement regarding Hammerson plc ("Hammerson")

Klépierre S.A. ("Klépierre") confirms that on 9 April 2018, Jean-Marc Jestin, the Chairman of the Executive Board of Klépierre, met with the Chairman of the Board of Directors of Hammerson, David Tyler, and made an increased proposal to Hammerson on a standalone basis of 635 pence per Hammerson share for the entire issued and to be issued share capital of Hammerson (the "Increased Proposal").

The Increased Proposal represents a premium of 45% to Hammerson's undisturbed share price of 437.10 pence per Hammerson share on 16 March 2018.

The Board of Hammerson did not provide any meaningful engagement with respect to the Increased Proposal and, after careful consideration, Klépierre has concluded that it does not intend to make an offer for Hammerson pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "Code").

This is a statement to which Rule 2.8 of the Code applies.

Under Note 2 on Rule 2.8 of the Code, Klépierre, and any person acting in concert with Klépierre, reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances:

(a) with the agreement of the board of Hammerson;

(b) if a third party announces a firm intention to make an offer for Hammerson;

(c) if Hammerson announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and

(d) if there has been a material change of circumstances (as determined by the Takeover Panel).

Klépierre, and any person acting in concert with Klépierre, reserves the right to acquire and/or offer to acquire Hammerson shares or interests in Hammerson shares subject to and in accordance with Rule 2.8 of the Code.

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

Website Publication

A copy of this announcement and the presentation referred to above 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.

Important notices relating to financial advisers

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, 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.

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 13 April 2018 at 8.30am CET.

Klépierre_Statement_Re_Hammerson_plc_20180413_FINAL

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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