Hammerson Regulatory News (HMSO)

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

INDICATIVE RESULTS OF TENDER OFFERS IN RESPECT OF ITS

£350,000,000 3.500 PER CENT. BONDS DUE 2025 (the 2025 BONDS)

AND

£300,000,000 6.00 PER CENT. BONDS DUE 2026 (the 2026 BONDS)

8 September 2023.

Hammerson plc (the Company) announces today the indicative results of its separate invitations to holders of its outstanding (a) £350,000,000 3.500 per cent. Bonds due 2025 (ISIN: XS1311391012) (the 2025 Bonds) and (b) £300,000,000 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.

Expected Series Acceptance Amounts

As at the Expiration Deadline, the Company had received valid tenders for purchase pursuant to the Offers of (i) £96,114,000 in aggregate nominal amount of 2025 Bonds and (ii) £88,392,000 in aggregate nominal amount of 2026 Bonds.

If the Company decides to accept Bonds validly tendered pursuant to the Offers, the Company expects that each Series Acceptance Amount and applicable Scaling Factor will be set as follows:

2025 Bonds £11,700,000 7.055 per cent.

2026 Bonds £88,392,000 N/A

Bondholders should note that this is a non-binding indication of the level at which the Company expects to set each Series Acceptance Amount and applicable Scaling Factor.

Pricing for the Offers will take place at or around 11.00 a.m. (London time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of Bonds pursuant to either or both Offers and, if so accepted, the Final Acceptance Amount, each Series Acceptance Amount, each Benchmark Security Rate, each Purchase Yield, each Purchase Price and any Scaling Factors that will be applied to the Bonds of either Series, as applicable.

The Settlement Date in respect of the Bonds accepted for purchase pursuant to the Offers is expected to be 13 September 2023.

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.