Placing and Open Offer

23rd Jun 2009 07:00



THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR TO US PERSONS. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.

23 June 2009

Hansteen Holdings PLC ("Hansteen" or "the Company")

PLACING AND OPEN OFFER TO RAISE £200.8 MILLION

Hansteen Holdings plc (AIM: HSTN) is pleased to announce that it proposes to raise gross proceeds of £200.8 million (approximately £194.6 million net of expenses) through the issue of 267,768,451 New Ordinary Shares by way of a Placing and Open Offer at a price of 75p per New Ordinary Share. The Placing and Open Offer is being carried out to allow Hansteen to take advantage of exceptional opportunities to buy industrial properties in the UK.  The Placing and Open Offer has been fully underwritten by KBC Peel Hunt.

Hansteen will shortly publish a Prospectus and shareholder circular in connection with the Placing and Open Offer and will convene a General Meeting for 9 July 2009 to approve certain matters necessary to implement the proposed fundraising. KBC Peel Hunt is acting as Nominated Adviser, Broker and Underwriter to Hansteen in relation to the Placing and Open Offer. 

SUMMARY

*	Under the Placing and Open Offer, Hansteen intends to issue 267,768,451 New Ordinary Shares, comprising:
	-	89,333,334 Firm Placed Shares (representing gross proceeds of £67.0 million), pursuant to the Firm Placing, which have been conditionally placed with institutional investors by KBC Peel Hunt and are not subject to clawback; and
	-	178,435,117 Open Offer Shares (representing gross proceeds of £133.8 million) to be made available to Qualifying Shareholders pursuant to the Open Offer, which have been conditionally placed with institutional investors by KBC Peel Hunt, subject to clawback.
*	The Issue Price is 75p, representing a discount of 7p (8.5 per cent.) to the closing mid market price of 82p per Ordinary Share prevailing on the London Stock Exchange on 22 June 2009 (the last business day prior to the issue of this announcement).
*	Under the Open Offer, Qualifying Shareholders have the right to subscribe for their pro rata entitlement of Open Offer Shares on the basis of 1 Open Offer Share for every 1 Existing Ordinary Share.
*	The Placing and Open Offer is being carried out to allow Hansteen to take advantage of exceptional opportunities to buy industrial properties in the UK.
*	The difficult economic conditions, restricted availability of financing and sharply falling property values currently being experienced in the UK market following a sustained period of rising values and plentiful availability of debt has created a state of considerable distress in the UK property market.
*	The Directors, therefore, believe industrial property acquisitions can be made at double digit initial yields. This has led the Directors to conclude that there is an outstanding opportunity to create value for Hansteen's shareholders by re-entering the UK industrial property market at this time.
*	Unlike many of the listed property companies and funds, Hansteen has no current balance sheet constraints and believes it has no need to raise capital or to sell properties at a low point in the cycle for defensive reasons. Hansteen is conservatively geared with substantial headroom on its banking covenants.
*	As at 31 May 2009, the Group's property portfolio was independently valued at €495m (excluding development land). This represents only a 2.75 per cent. decline relative to the portfolio value as at 31 December 2008 of €509m (excluding development land).
*	The existing portfolio has a diverse spread of tenants, low capital values and rents, a high current yield of over 8.75 per cent. and a reversionary yield of 10 per cent. reflecting the opportunities to add value to a number of the properties.
*	Morgan Jones and Ian Watson have irrevocably committed to apply for Open Offer Shares pursuant to their Open Offer Entitlements amounting to 1,071,799 Open Offer Shares each.
*	The Placing and Open Offer has been fully underwritten by KBC Peel Hunt subject to and in accordance with the terms of the Placing Agreement.
*	To reflect the increased size and scope of the business, Hansteen intends to apply to move to the Official List within the next 12 months.
*	A General Meeting of the Company is being convened for 9 July 2009 at which the Resolutions for the purpose of effecting the Placing and Open Offer will be proposed.
*	If the Resolutions are passed and the other conditions to the Placing and Open Offer are satisfied, it is expected that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 10 July 2009.

Morgan Jones, Joint Chief Executive of Hansteen said: "The UK property market is in a state of considerable distress whereby we can acquire industrial property at double digit yields. This means there is an outstanding opportunity for us to create further value for Hansteen's shareholders by re-entering the UK property market at this time."

Ian Watson, Joint Chief Executive of Hansteen added: "We already have the track record and now these additional funds give us the firepower to take advantage of the exceptional buying opportunities available. We much appreciate the huge support we have received from both existing and new investors." 

ENQUIRIES:

Hansteen Holdings plc

Morgan Jones / Ian Watson

Tel: 020 7016 8820

KBC Peel Hunt Ltd

Nominated Adviser, Broker & Underwriter

David Davies / Matt Goode (Corporate Finance)

Marianne Woods (Corporate Broking)

Tel: 020 7418 8900

Tavistock Communications

Jeremy Carey

Tel: 020 7920 3150

This summary should be read in conjunction with the full text of the following announcement.

KBC Peel Hunt Ltd, which is regulated by the FSA, is acting as Nominated Adviser, Broker and Underwriter for the Company and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to clients of KBC Peel Hunt or for providing advice in relation to the Placing and Open Offer, Admission or any other arrangements referred to herein.

This announcement has been issued by, and is the sole responsibility of, Hansteen Holdings plc. Apart from the responsibilities and liabilities, if any, which may be imposed by FSMA, KBC Peel Hunt nor any of its affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings or any of its respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement or as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions. 

Important Notice:

This announcement does not constitute an offer to sell or an invitation or solicitation to purchase or subscribe for any securities. The Placing and Open Offer will be made solely by the Prospectus which will contain the full terms and conditions of the Placing and Open Offer, including details of how the Placing and Open Offer may be accepted. Any acceptance or other response in relation to the Placing and Open Offer should be made only on the basis of the information contained in the Prospectus.

The making of the Placing and Open Offer in jurisdictions outside the United Kingdom or to Overseas Shareholders or to nominees of or trustees for Overseas Shareholders may be prohibited or affected by the laws or regulatory requirements of the relevant overseas jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions. Any such Overseas Shareholder will be responsible for payment of any such issue, transfer or other taxes, duties or other requisite payments due in such jurisdiction by whomsoever payable.

Any New Ordinary Shares issued or to be issued pursuant to the Prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any relevant securities laws of any state of the United States. Subject to certain exceptions, such New Ordinary Shares may not be offered, sold or delivered in the United States or to or for the account or benefit of U.S. persons, as such terms are defined in Regulation S under the Securities Act.

Forward-looking statements:

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", "expects", "intends", "may", "will", "would" or "should", or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and speak only as at the date of this announcement.

They appear in a number of places throughout this announcement and include statements regarding the Directors', the Company's and the Group's intentions, beliefs or current expectations concerning, among other things, the Group's result of operations, financial condition, liquidity, prospects, growth strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position of the Group, earnings, financial position, cash flows, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this announcement.

Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. However, these forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved. 

Not for release, publication or distribution in whole or in part, directly or indirectly, in or into the United States, Canada, Australia or Japan or to US persons. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.

PLACING AND OPEN OFFER TO RAISE £200.8 MILLION

INTRODUCTION

The Company is pleased to announce that it proposes to raise approximately £200.8 million (approximately £194.6 million net of expenses) by way of a Placing and Open Offer at a price of 75p per New Ordinary Share to take advantage of exceptional opportunities to buy industrial properties in the UK. The Placing and Open Offer has been fully underwritten by KBC Peel Hunt.

The difficult economic conditions, restricted availability of financing and sharply falling property values currently being experienced in the UK market following a sustained period of rising property values and plentiful availability of debt has created a state of considerable distress in the UK property market. The Directors, therefore, believe industrial property acquisitions can be made at double digit initial yields. This has led the Directors to conclude that there is an outstanding opportunity to create value for Hansteen's shareholders by re-entering the UK industrial property market at this time.

In summary the Directors believe that the Group is particularly well positioned to take advantage of the current opportunities in the market because:

*	Hansteen's senior management have a proven track record in industrial property in the UK. This was achieved not only in times of increasing property values generally, but also during the sharp recession of the early 1990s;
*	as a well established company, Hansteen already has the personnel and infrastructure in place to invest in and manage properties in the UK;
*	Hansteen has the experience, knowledge, contacts and skills to identify good acquisition opportunities, actively manage these properties to add value, and realise that value when appropriate;
*	Hansteen has a strong balance sheet and remains conservatively geared. The stability of the existing Continental European business will allow the management team to focus on acquisition opportunities; and
*	there are currently few competing buyers for acquisitions as a result of a shortage of available capital and problems within potential competitors' existing portfolios.

The Placing and Open Offer will involve the issue of 267,768,451 New Ordinary Shares at the Issue Price of 75p per New Ordinary Share representing a discount of 7p (8.5 per cent.) to the closing mid market price of 82p per Ordinary Share prevailing on the London Stock Exchange on 22 June 2009 (the last business day prior to the issue of this announcement). Qualifying Shareholders have the right to subscribe for their pro rata entitlement of Open Offer Shares in accordance with the terms of the Open Offer on the basis of

1 Open Offer Share for every 1 Existing Ordinary Share

KBC Peel Hunt, as agent for the Company, has made arrangements to place the Open Offer Shares and the Firm Placed Shares conditionally with institutional investors at the Issue Price. The Open Offer Shares have been placed subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Firm Placed Shares are not subject to clawback and do not form part of the Open Offer.

The Placing and Open Offer are conditional, amongst other things, on the passing of the Resolutions, to be proposed at the General Meeting of the Company to be held on 9 July 2009.

Following completion of the Placing and Open Offer, the Company intends to apply to move to the Official List within the next 12 months. The Company has grown significantly since admission to AIM in November 2005 and the Board believes that the Official List will be a more appropriate platform than AIM for the continued growth of the Group by increasing its profile and assisting in increasing the liquidity of the Company's shares.

BACKGROUND TO AND REASONS FOR THE PLACING AND OPEN OFFER

Hansteen was established in 2005 to focus on providing its shareholders with consistent, high and realised returns through acquisitions of properties over time to create a high yielding property portfolio initially in Continental Europe. This was combined with other more opportunistic and management intensive acquisitions which, whilst lower yielding would provide greater capital growth potential.

At the time the Directors stated their belief that the UK property cycle would turn down over the following two to three years, and that this downturn would eventually provide significant opportunities in the UK for well capitalised companies with experienced and opportunistic management teams.

Over the last year the Board of Hansteen has stated on several occasions that it believes that the UK industrial property sector is starting to offer interesting opportunities. Furthermore the Board has indicated that it would explore various methods of raising capital to exploit these opportunities. In recent months the unprecedented scale and nature of the opportunities available have become clearer to the Board. The UK industrial property market has become characterised by significant and rapid value declines resulting in distress amongst many existing owners. Institutions, funds, companies and banks are amongst the many forced sellers, leading to prices which represent high yields and low capital values. Many UK property management teams are diverted to the defence of their existing portfolios, and lack the capital and, in certain circumstances, credibility to take advantage of the current market weakness. The Directors, therefore, believe industrial property acquisitions can be made at double digit initial yields.

Property investors with the knowledge, experience, skill and capital to take advantage of distressed property opportunities towards the bottom of the property cycle have generally made superior returns from those investments. Morgan Jones and Ian Watson's experience at Ashtenne during the early 1990's was that opportunistically buying properties during a property downturn was an ideal way to build significant value in the long term.

Accordingly the Board is of the view that although a capital raising at the level envisaged will initially be dilutive to the NAV per share of the Company, that dilution will be outweighed by the benefits of having the capital to take advantage of the extraordinary opportunities which the Directors believe will be NAV per share enhancing over the medium term. This capital will enable the Company to make a step change in the nature and extent of its activities by building a pan European business with a strong UK element.

To reflect the increased size and scope of the business, Hansteen intends to apply to move to the Official List within the next 12 months.

USE OF PROCEEDS

The majority of the net proceeds of the Placing and Open Offer will be used by the Company to invest directly or indirectly in UK industrial property in accordance with Hansteen's investment criteria. Hansteen will look to achieve return on investment from a combination of well priced acquisitions, building rental income through vigorous management and profitable selling.

The Directors also intend to pursue various ways of gaining further exposure to the UK industrial property cycle through the formation of joint ventures and limited life funds with third party investors or participating in workouts with banks in order to enhance returns to Hansteen. In addition to providing its management expertise, Hansteen intends to invest directly into such joint ventures or funds, and therefore benefit from exposure to the potential growth in value of the asset portfolios, whilst also receiving management and performance fees. Therefore a minority of the net proceeds may be used for investments into joint ventures or funds. The Directors will assess these opportunities as and when they arise and will apply a proportion of the net proceeds to those opportunities that they believe will create value for Hansteen.

Although it is envisaged that acquisition of UK industrial property will account for the majority of the net proceeds of the Placing and Open Offer, Hansteen intends to be opportunistic in making purchases where the Directors believe there is potential to realise significant profits. The Directors' experience includes complex transactions in land, residential property, retail, office and corporate acquisitions in the UK and Continental Europe and which they believe will equip them to take advantage of opportunities in these areas.

The Company has already identified a potential pipeline of investment opportunities ranging from individual estates through to large portfolios. These opportunities are at varying stages of negotiation and due diligence. There can be no certainty that these properties will be acquired but the Directors believe that such opportunities are representative of the type of opportunities which they believe will continue to become available over the next 12 to 18 months. To the extent that the net proceeds are not fully invested, cash balances will be held on interest-bearing deposit pending the acquisition of investment properties.

CURRENT TRADING AND PROSPECTS

The Group has started 2009 with a robust balance sheet and solid financing. Hansteen is in a strong position to weather any further value falls and, just as importantly, has a team to take advantage of opportunities which arise in a depressed market. There are a significant number of industrial property portfolios and investment companies that are currently highly leveraged and which the Directors believe could provide some significant opportunities to develop Hansteen's business.

Hansteen's focus for 2009 therefore will be on maintaining the occupancy and high income surplus from the existing portfolio, prudently managing its finances and seeking ways of taking advantage of the current downturn in the property cycle.

Since 31 December 2008, the Group has completed two further property acquisitions in Germany and concluded two property sales (one in Germany, one in the Netherlands). In the first quarter of 2009, Hansteen's net occupancy has continued to improve and Hansteen's income collection has remained robust. The Directors, however, are expecting conditions for Hansteen's occupiers to be tough for the rest of the year. The slow decline in property values is likely to continue in Continental Europe in 2009. However, the Directors believe these falls will be limited due to the high yield and low capital values of its portfolio.

PORTFOLIO VALUATION

Since Hansteen was established the Group has painstakingly built a portfolio of properties in Germany, the Netherlands, Belgium and France with an annual rent roll of €43.7 million. The portfolio has a diverse spread of tenants, low capital values and rents, a high current yield of over 8.75 per cent. and a reversionary yield of 10 per cent. reflecting the opportunities to add value to a number of the properties.

The Prospectus contains an independent valuation of the Group's property portfolio as of 31 May 2009. As at this date, the Group's property portfolio was valued at €495m (excluding development land). This represents a 2.75 per cent. decline relative to the portfolio value as at 31 December 2008 of €509m (excluding development land). Since 31 December 2008 the Group has sold two properties for a total of €6.4m and bought two properties for a total of €7.7m. Occupancy within the Group's properties has increased slightly since 31 December 2008. The Directors therefore believe that the main reason for the decline in the value of the Group's portfolio since 31 December 2008 is the fall in capital values within the European industrial property market in general. However, the Directors believe that further falls in the value of the Group's portfolio will be limited due to the high yield and low capital values.

PRINCIPAL DETAILS OF THE PLACING AND OPEN OFFER

(i) Placing and Open Offer

The Company is proposing to raise approximately £200.8 million, before expenses, by way of a Placing and Open Offer of 267,768,451 New Ordinary Shares at the Issue Price of 75p per New Ordinary Share. Pursuant to the Placing Agreement, KBC Peel Hunt, as agent for the Company, has made arrangements to place the Open Offer Shares and the Firm Placed Shares conditionally with institutional investors at the Issue Price. The Open Offer Shares have been placed subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Firm Placed Shares are not subject to clawback and do not form part of the Open Offer.

The Placing and Open Offer has been fully underwritten by KBC Peel Hunt, subject to the conditions set out in the Placing Agreement. A summary of the principal terms of the Placing Agreement can be found in paragraph 14 of Part VII of the Registration Document.

Subject to the terms and conditions set out in Part III of the Securities Note (and where relevant, the Application Form), Qualifying Shareholders are being given the opportunity to subscribe for Open Offer Shares at the Issue Price of 75p per Open Offer Share payable in full on application and free of expenses, pro rata to their existing holdings of Existing Ordinary Shares on the following basis:

1 Open Offer Share for every 1 Existing Ordinary Share

held by them and registered in their names on the Record Date, and so in proportion to any other number of Existing Ordinary Shares then held. 

The underwriting obligations of KBC Peel Hunt pursuant to the Placing Agreement are conditional, inter alia, upon the New Ordinary Shares being admitted to trading on AIM. In the event this condition is not satisfied, KBC Peel Hunt will be entitled to terminate its underwriting obligations.

Application will be made for the New Ordinary Shares to be admitted to trading on AIM. The New Ordinary Shares, when issued and fully paid, will be identical to and rank in full with the Existing Ordinary Shares for all dividends or other distributions declared, made or paid after Admission, and will rank pari passu in all respects with the Existing Ordinary Shares as at the date of issue. It is expected that Admission of the New Ordinary Shares will become effective and dealings on the London Stock Exchange will commence on 10 July 2009.

Qualifying Shareholders may apply for any whole number of Open Offer Shares. Applications by Qualifying Shareholders will be satisfied in full up to the amount of their individual Open Offer Entitlement.

No application in excess of the pro rata Open Offer Entitlements of Qualifying Shareholders will be met under the Open Offer and any Qualifying Shareholder so applying will be deemed to have applied for their maximum Open Offer Entitlement.

The Open Offer is not a "rights issue". Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims. The Application Form is not a document of title and cannot be traded. Qualifying Shareholders should be aware that, in the Open Offer, unlike in the case of a rights issue, any Open Offer Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of Qualifying Shareholders, as applicable.

 (ii) General

The Placing and Open Offer is conditional, inter alia, on the following:

(A)  the passing of the Resolutions to be proposed at the General Meeting to be held on 9 July 2009;

(B)  the Placing Agreement having become unconditional; and

(C)  Admission becoming effective on or before 9.00 a.m. on 10 July 2009 (or such later date and/or time as the Company and KBC Peel Hunt may agree, being no later than 9.00 a.m. on 24 July 2009).

 (iii) Structure of the Placing and Open Offer

The Placing and Open Offer has been structured in a way that is expected to have the effect of realising distributable reserves approximately equal to the gross proceeds of the Placing and Open Offer less the nominal value of the New Ordinary Shares issued by the Company. The Company and KBC Peel Hunt have agreed to subscribe for ordinary shares in Newco. Payments from Qualifying Shareholders under the Open Offer shall be made to an account with the Receiving Agent and payments from Placees pursuant to the Placing shall be made directly to KBC Peel Hunt. The funds from both will be used for KBC Peel Hunt to subscribe for redeemable preference shares in Newco.

The Company will allot and issue the New Ordinary Shares to those persons entitled thereto in consideration of KBC Peel Hunt transferring its holdings of ordinary shares and redeemable preference shares in Newco to the Company. Accordingly, instead of receiving cash as consideration for the issue of the New Ordinary Shares, immediately following Admission, the Company will own the entire issued share capital of Newco whose only asset will be its cash reserves, which will represent an amount equivalent to the gross proceeds of the Placing and Open Offer. The Company will be able to use this amount by redeeming the redeemable preference shares it holds in Newco and, during any interim period prior to redemption, by procuring that Newco lends the amount to the Company (or one of the Company's subsidiaries).

EFFECT OF THE PLACING AND OPEN OFFER

On completion of the Placing and Open Offer, the New Ordinary Shares will represent approximately 60.0 per cent. of the Enlarged Share Capital and the Existing Ordinary Shares will represent approximately 40.0 per cent. of the Enlarged Share Capital. Even if a Qualifying Shareholder takes up his full entitlement under the Open Offer, his proportionate ownership and voting interests in the Company will be diluted by up to 20.0 per cent. by the issue of the Firm Placed Shares. If a Qualifying Shareholder does not take up any of his entitlement under the Open Offer, his proportionate ownership and voting interests in the Company will be diluted by up to 60.0 per cent. by the issue of the Firm Placed Shares and the Open Offer Shares.

IRREVOCABLE COMMITMENTS TO SUBSCRIBE IN THE OPEN OFFER

Morgan Jones and Ian Watson have irrevocably committed to apply for Open Offer Shares pursuant to their Open Offer Entitlements amounting to 1,071,799 Open Offer Shares each. This will take their respective shareholdings in the Company to 4,200,000 Ordinary Shares each, representing 0.94 per cent. of the Enlarged Share Capital each.

In addition, James Hambro and Richard Mully have irrevocably committed to apply for Open Offer Shares pursuant to their Open Offer Entitlement amounting to 75,000 and 100,000 respectively. James Hambro's resultant holding of Ordinary Shares in the Company will be 275,000, representing 0.06 per cent. of the Enlarged Share Capital. Richard Mully's resultant holding of Ordinary Shares in the Company will be 375,000, representing 0.08 per cent. of the Enlarged Share Capital. Stephen Gee will not be taking up the Open Offer Shares pursuant to his Open Offer Entitlement.

GENERAL MEETING

For the purpose of effecting the Placing and Open Offer, the Resolutions will be proposed at the General Meeting to be held at 10.00 a.m. on 9 July 2009 at 21 Tudor Street, London EC4Y 0DJ. Shareholders should read the full text of the Resolutions contained in the notice of General Meeting as set out in the Prospectus.

PLACING AND OPEN OFFER STATISTICS

Issue Price	75p
Number of Ordinary Shares in issue on the Record Date	178,435,117
Number of Open Offer Shares being allotted	178,435,117
Number of Firm Placed Shares being allotted	89,333,334
Number of Ordinary Shares in issue following the Placing and Open Offer	446,203,568
Percentage of the Enlarged Share Capital available in the Open Offer	40.0 per cent.
Percentage of the Enlarged Issued Share Capital available in the Firm Placing	20.0 per cent.
Gross proceeds of the Placing and Open Offer	£200.8 million
Estimated net proceeds of the Placing and Open Offer	£194.6 million
Market capitalisation of the Company on completion of the Placing and Open Offer at the Issue Price	£334.7 million

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates set out below and mentioned in this announcement and the Prospectus may be adjusted by the Company, in which event details of the new times and dates will be notified to the FSA, the London Stock Exchange and, where appropriate, Qualifying Shareholders. References to a time of day are to London time.

	2009
Record date for the Open Offer	19 June
Announcement and publication of the Prospectus and Application Form	23 June
Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	24 June
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 1 July
Latest time for depositing Open Offer Entitlements into CREST	3.00 p.m. on 2 July
Latest time for splitting Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 3 July
Latest time for receipt of Forms of Proxy	10.00 a.m. on 7 July
Latest time for receipt of completed Application Forms and payment in full	11.00 a.m. on 7 July
General Meeting	10.00 a.m. on 9 July
Admission to AIM effective and dealings commence in New Ordinary Shares	8.00 a.m. on 10 July
Crediting of CREST accounts	10 July
Expected date of despatch of share certificates for New Ordinary Shares	by 24 July

If you have any questions on the procedure for acceptance and payment, you should contact Capita Registrars on the shareholder helpline on 0871 664 0321 (calls to this number are charged at 10p per minute from a BT landline, other telephone provider costs may vary) or, if calling from overseas, +44 20 8639 3399 (calls to this number are charged at applicable international rates) between 8.30 a.m. and 5.30 p.m. on any Business Day. Please note that Capita Registrars cannot provide financial advice on the merits of the Placing and Open Offer or as to whether or not you should take up your entitlement.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

"1985 Act"	the Companies Act 1985 (as amended);
"2006 Act"	the Companies Act 2006 (as amended);
"Admission"	the admission of the New Ordinary Shares to trading on AIM;
"AIM"	the AIM market, regulated by the London Stock Exchange;
"AIM Rules"	the rules for AIM companies as published by the London Stock Exchange;
"Application Form"	the application form in respect of the Open Offer which accompanies the Securities Note for use by Qualifying non-CREST holders;
"Ashtenne"	Ashtenne Holdings PLC (subsequently renamed Ashtenne Holdings Limited);
"Board"	the board of directors of the Company;
"Continental Europe"	Europe, other than the UK;
"CREST"	the system for trading shares in uncertificated form;
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time;
"Deloitte"	Deloitte LLP;
"Directors"	the directors of the Company;
"Enlarged Share Capital"	the issued Ordinary Shares following the Placing and Open Offer;
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST;
"European Economic Area"	the European Union, Iceland, Norway and Liechtenstein;
"Excluded Territories"	any of the United States, Canada, Australia and Japan and any other jurisdictions where the extension or availability of the Placing or the Open Offer would breach any applicable law;
"Executive Directors"	Morgan Lewis Jones and Ian Richard Watson;
"Existing Ordinary Shares"	the 178,435,117 existing issued Ordinary Shares;
"Firm Placed Shares"	the 89,333,334 new Ordinary Shares which KBC Peel Hunt has made arrangements to place with certain institutional investors pursuant to the Firm Placing;
"Firm Placing"	the conditional agreement by KBC Peel Hunt to procure placees for the Firm Placed Shares under the Placing Agreement;
"Form of Proxy"	the form of proxy accompanying this Prospectus for use in connection with the General Meeting;
"FSA"	the Financial Services Authority;
"FSMA"	the Financial Services and Markets Act 2000, as amended;
"General Meeting"	the general meeting of the Company for 9 July 2009, or any adjournment thereof, notice of which is set out at the end of the Securities Note;
"Group"	the Company and its subsidiary undertakings;
"Hansteen" or the "Company"	Hansteen Holdings PLC;
"IPD"	Investment Property Databank;
"Issue Price"	75p per New Ordinary Share;
"Jones Day"	Jones Day solicitors;
"KBC Peel Hunt"	KBC Peel Hunt Ltd;
"London Stock Exchange"	London Stock Exchange Plc;
"Newco"	Hansteen (Jersey) Limited;
"New Ordinary Shares"	the 267,768,451 new Ordinary Shares proposed to be issued pursuant to the Placing and Open Offer;
"Non-Executive Directors"	James Daryl Hambro, Stephen Trevor Gee and Richard Stephen Mully;
"Normalised Profit"	a measure of profit used by the Group measuring income exceeding costs, excluding gains and losses on investment property, currency hedging instruments and interest rate hedging instruments;
"Official List"	the Official List of the UK Listing Authority;
"Open Offer"	the conditional invitation to Qualifying Shareholders to subscribe for the Open Offer Shares on the terms and subject to the conditions set out in Part III of the Securities Note and the Application Form;
"Open Offer Entitlement"	the basic entitlement of Qualifying Shareholders to subscribe for Open Offer Shares according to the number of Existing Ordinary Shares held by them on the Record Date;
"Open Offer Shares"	the 178,435,117 new Ordinary Shares to be offered to Qualifying Shareholders under the terms of the Open Offer;
"Ordinary Shares"	ordinary shares in the capital of the Company which have a nominal value of 10p each;
"Overseas Shareholders"	holders of the Existing Ordinary Shares with registered addresses outside the United Kingdom or who are citizens of, incorporate in, registered in or otherwise resident in, countries outside the United Kingdom;
"Placees"	the persons with whom the Placing (subject to the entitlements of Qualifying Shareholders under the Open Offer) has been made;
"Placing"	the conditional placing of the Open Offer Shares and the placing of the Firm Placed Shares by KBC Peel Hunt on the terms of the Placing Agreement;
"Placing Agreement"	the conditional agreement dated 23 June 2009 between the Company and KBC Peel Hunt relating to the Placing and Open Offer and described in paragraph 14 of Part VII of the Registration Document;
"Prospectus"	the Securities Note, the Registration Document and the Summary taken together;
"Prospectus Directive"	the directive of the European Parliament and of the Council of the European Union 2003/71/EC;
"Prospectus Rules"	the prospectus rules brought into effect on 1 July 2005 and made by the Financial Services Authority pursuant to FSMA;
"Qualified Institutional Buyer" or "QIB"	has the meaning given in Rule 144A under the US Securities Act;
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares in uncertificated form;
"Qualifying non-CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares in certificated form;
"Qualifying Shareholders"	subject to any restrictions imposed on Overseas Shareholders, holders of Ordinary Shares whose names appear on the register of members of the Company on the Record Date;
"Record Date"	the close of business on 19 June 2009;
"Registrars" and "Receiving Agent"	Capita Registrars Limited;
"Registration Document"	the registration document dated 23 June 2009 prepared in accordance with the Prospectus Rules relating to the Company;
"Regulation S"	Regulation S under the US Securities Act;
"Resolutions"	the resolutions to be proposed at the General Meeting, details of which can be found at paragraph 10 of Part II of the Securities Note;
"Scheme"	2005 Share Option Scheme;
"Securities Note"	the securities note dated 23 June 2009 prepared in accordance with the Prospectus Rules relating to the Company;
"Shareholders"	holders of Ordinary Shares;
"Summary"	the summary document dated 23 June 2009 prepared in accordance with the Prospectus Rules relating to the Company;
"UK Listing Authority"	the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VII of FSMA;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
"US Securities Act"	the United States Securities Act of 1933, as amended; and
"USE"	unmatched stock event.

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