Hammerson plc Announces Tender Offer in respect of its €700,000,000 4.875 per cent. Bonds due 2015
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
19 April 2012. Hammerson plc (the Company) announces today its invitation to holders of its €700,000,000 4.875 per cent. Bonds due 2015 (ISIN: XS0257577345) (the Bonds) to tender their Bonds for purchase by the Company for cash (the Offer). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 19 April 2012 (the Tender Offer Memorandum) prepared by the Company, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Dealer Managers and the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Rationale for the Offer
The Offer is made in accordance with the Company's policy to actively manage its balance sheet liabilities and optimise its debt structure. The proposal utilises excess liquidity to manage near term debt maturities and achieve a lower running cost of debt.
Bonds purchased by the Company pursuant to the Offer will be cancelled and will not be re-issued or re-sold. Bonds which are not validly tendered and/or accepted for purchase pursuant to the Offer will remain outstanding.
Details of the Offer
The Company will pay for Bonds accepted by it for purchase pursuant to the Offer a price (the Purchase Price) to be determined at or around 1.00 p.m. (Central European Summer Time (CEST)) on 26 April 2012 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the sum (such sum, the Purchase Yield) of a purchase spread (the Purchase Spread) and the Interpolated Mid-Swap Rate.
The Purchase Price will be determined in accordance with market convention, and is intended to reflect a yield to maturity of the Bonds on the Settlement Date based on the Purchase Yield.
The Purchase Spread will be determined pursuant to a Modified Dutch Auction Procedure, as described in the Tender Offer Memorandum.
Under the Modified Dutch Auction Procedure, the Company will determine, in its sole discretion, following expiration of the Offer, the aggregate nominal amount of Bonds (if any) it will accept for purchase pursuant to the Offer (the Actual Acceptance Amount) and a single Purchase Spread (expressed as a percentage)that it will use in the calculation of the Purchase Price for such Bonds, taking into account the aggregate nominal amount of Bonds tendered in the Offer and the purchase spreads specified (or deemed to be specified, as set out in the Tender Offer Memorandum) by tendering Bondholders. The Purchase Spread will be not more than the Maximum Purchase Spread of 125 basis points, and will otherwise be the highest spread that will enable the Company to purchase the Actual Acceptance Amount.
It is the current intention of the Company that the Actual Acceptance Amount will be an amount of up to the Target Acceptance Amount of €200,000,000, although the Company reserves the right, in its sole discretion, to accept less than or more than such amount for purchase pursuant to the Offer or not to purchase any Bonds pursuant to the Offer. If the aggregate nominal amount of Bonds validly tendered for purchase pursuant to the Offer is greater than the Actual Acceptance Amount, Bonds may be accepted for purchase on a pro rata basis, as fully described in the Tender Offer Memorandum.
The Company will also pay an Accrued Interest Payment in respect of Bonds accepted for purchase pursuant to the Offer.
A summary of certain of the terms of the Offer appears below:
Description of the Bonds
ISIN/ Common Code
Outstanding Nominal Amount
Maximum Purchase Spread
Target Acceptance Amount
€700,000,000 4.875 per cent. Bonds due 2015
XS0257577345 / 025757734
Interpolated Mid-Swap Rate
To be determined pursuant to a modified Dutch auction
Subject as set out in the Tender Offer Memorandum, up to €200,000,000 in aggregate nominal amount
In order to participate in, and be eligible to receive the Purchase Price pursuant to, the Offer, Bondholders must validly tender their Bonds by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (CEST) on 25 April 2012. Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum nominal amount of Bonds of no less than €50,000, being the minimum denomination of the Bonds, and may be submitted in integral multiples of €50,000 thereafter. Tender Instructions may be submitted on a competitive basis or a non-competitive basis, as further described in the Tender Offer Memorandum.
Indicative Timetable for the Offer
Times and Dates
(All times are CEST)
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from the Dealer Managers and the Tender Agent
19 April 2012
Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Bondholders to be able to participate in the Offer
5.00 p.m. on 25 April 2012
Announcement of Indicative Results
Announcement by the Company of the aggregate nominal amount of Bonds validly tendered in the Offer, together with a non-binding indication of the level at which it expects to set the Actual Acceptance Amount and the Purchase Spread, and indicative details of any scaling of valid tenders of Bonds for purchase that will be applied in the event that the Company decides to accept valid tenders of Bonds pursuant to the Offer.
26 April 2012 at or around 11.00 a.m.
Determination of the Interpolated Mid-Swap Rate, Purchase Yield and Purchase Price
26 April 2012 at or around 1.00 p.m.
Announcement of Results and Pricing
Announcement of whether the Company will accept valid tenders of Bonds pursuant to the Offer and, if so accepted, the Actual Acceptance Amount, the Interpolated Mid-Swap Rate, the Purchase Spread, the Purchase Yield, the Purchase Price and any Scaling Factor
As soon as reasonably practicable after the Pricing Time
Expected Settlement Date for the Offer
2 May 2012
The Company may, in its sole discretion, extend, re-open, amend, waive any condition of and/or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum). The above times and dates are subject to the right of the Company to so extend, re-open, amend, waive any condition of and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum).
Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines set out above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be found on the relevant Reuters Insider Screen and be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Bondholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Bondholders may contact the Dealer Managers for information using the contact details below.
Bondholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
BNP Paribas, HSBC Bank plc and The Royal Bank of Scotland plc are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.
The Dealer Managers
10 Harewood Avenue
London NW1 6AA
+44 20 7595 8668
Liability Management Group
HSBC Bank plc
8 Canada Square
London E14 5HQ
+44 20 7992 6237
Liability Management Group
The Royal Bank of Scotland plc
London EC2M 3UR
+44 20 7085 5991
Liability Management Group
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.
The Tender Agent
Lucid Issuer Services Limited
436 Essex Road
London N1 3QP
Telephone: +44 20 7704 0880
Attention: Thomas Choquet
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Bonds pursuant to the Offer. None of the Company, the Dealer Managers and the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates makes any recommendation whether Bondholders should tender Bonds pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
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. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Bonds (and tenders of Bonds in the Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.
In addition to the representations referred to below in respect of the United States, each Bondholder participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Tender Offer Memorandum.
United States. The Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Bonds may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of Bonds participating in the Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and is not a U.S. Person. For the purposes of this paragraph, United States means 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 and the District of Columbia.
Italy. None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Bonds that are located in Italy can tender Bonds for purchase in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial PromotionOrder)) or persons falling within Article 43 of the Financial Promotion Order, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France. The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offer. Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.
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