TIDMHMSO
RNS Number : 9000L
Hammerson PLC
08 September 2023
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
GBP350,000,000 3.500 PER CENT. BONDS DUE 2025 (the 2025
BONDS)
AND
GBP300,000,000 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)
GBP350,000,000 3.500 per cent. Bonds due 2025 (ISIN: XS1311391012)
(the 2025 Bonds) and (b) GBP300,000,000 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
GBP100,092,000, 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 GBP 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 Price(1)
------------------------- ------------------------ ---------------- ---------------- ------------------
GBP 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
GBP88,392,000.
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 Benchmark Security
Amount Rate Purchase Spread Purchase Yield Purchase Price(1)
------------------ ------------------- ---------------- ---------------- ------------------
GBP 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, GBP
338,300,000 in aggregate nominal amount of the 2025 Bonds and GBP
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 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.
This announcement has also been released on the SENS system of
the Johannesburg Stock Exchange and on Euronext Dublin .
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END
TENEAFNPEDNDEFA
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September 08, 2023 08:00 ET (12:00 GMT)
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