The Times7 Aug 2020 13:08
Times article above:
All comedy duos like to bow out with a bang. But who could have expected such a bravura twist from the “Two Daves”? They’ve made their final hurrah a Hammerson horror show.
It’s left investors crying with laughter — or maybe just crying. True, Covid-19 is partly to blame for the swansong routine of the outgoing chairman David Tyler and chief executive David Atkins. But their black comic genius still shines through. What better treat for shopping centre audiences at the likes of Birmingham’s Bullring and London’s Brent Cross?
The pair’s main skit? Issuing no less than “3,678,209,328 new shares” via a £552 million rights issue: a sum trumping Hammerson’s pre-announcement £430 million market value. It was such a jaw-dropper it came with a 1-for-5 share consolidation. The new stock? “2,400 per cent” of the old register.
Still, that’s not the best joke. It’s that the rights issue is being priced at 15p, a 94.6 per cent discount to the consolidated price. Yes, 15p. Or a thirty-sixth of the 534½p at which the Two Daves launched their £3.4 billion all-share bid in December 2017 for Intu; their rival which went bust. That Intu-Outu caper, which incensed investors, ended with them recommending shareholders vote down their own deal. Worse, they followed up by breezily batting away a 635p-a-share bid approach from France’s Klépierre.
Yes, times have changed, with the corona mayhem accelerating shopping’s shift online and seeing clients refuse to pay rent. But even so. There’s another puzzler, too. How does anyone square the rights price with the half-year net asset value? Yes, it’s been cut by 21 per cent. But apparently it’s 458p per share. Are the property valuers and auditors having a laugh? Or is the dislocation between the market’s view of Hammerson’s value and the one in the accounts really that vast? Or is there actually some real value there? The shares, down 15 per cent, closed at 47½p.
True, the cash-call’s got the backing of Hammerson’s two top shareholders. But at a price: APG, with 20 per cent, gets to buy the half it doesn’t already own of VIA, Hammerson’s European designer outlets venture, for £274 million: an “18.7 per cent discount to gross asset value” and a deal “conditional on the rights issue proceeding”. Activist investor Lighthouse Capital, with 15 per cent, had already prised a board seat. And now, remarkably, its boss is allowed to make comments in Hammerson’s interim results statement. Is he now in charge?
Both knew of the Two Daves’ weak hand, even before they coupled a £1.09 billion loss with the warning that without the £826 million cash coming in there’d be a “significant doubt” over the group’s “going concern” status. The five rights banks capitalised on it too, with a mickey-taking 15p underwriting price. Banking, legal and other fees totalled £32 million.
True, the Two Daves will put a dent in Hammerson’s £3 billion net debt and, unlike at Intu, secure survival. Bizarrely, they e