3rd May 2006 07:00
Hammerson PLC03 May 2006 NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ITALIAN PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES OR THE REPUBLIC OF ITALY Offer to Repurchase for Cash by Hammerson plc (incorporated in England with limited liability, registered number 360632, andformerly known as The Hammerson Property Investment and Development Corporation plc) (the Company) any or all of its outstanding £200,000,000 10.75 per cent. Bonds due 2013 (£100,000,000 of which were issued on 7 March 1989 (the Original Bonds) and a further £100,000,000 of which were issued on 13 May 1992 and consolidated to form a single series with the Original Bonds (the New Bonds and, together with the Original Bonds, the Bonds)) and Proposal by the Company to the holders of such Bonds (Bondholders) Hammerson plc (the Company) hereby announces its intention (i) to invite (theOffer) all eligible holders of the Bonds to tender such Bonds for repurchase bythe Company for cash and (ii) to invite all Bondholders to approve a proposal(the Proposal) to amend the terms and conditions of the Bonds to provide for theCompany to have the option to redeem the Bonds early, subject to the terms andconditions of the Tender Offer Memorandum dated 3rd May 2006 (the Tender OfferMemorandum). Copies of the Tender Offer Memorandum are available from the DealerManager and the Tender Agent as set out below. Notice (the Notice) of a meeting(the Meeting) of the Bondholders to be held at the offices of Herbert Smith LLPat Exchange House, Primrose Street, London EC2A 2HS on Thursday 25th May 2006at 11.00 a.m. is to be published in the Financial Times on the Launch Date. The price payable for the Bonds (the Repurchase Price) will be determined at oraround 11.00 a.m., London time, (the Pricing Time) on 26th May 2006 (the PricingDate) in the manner described in the Tender Offer Memorandum by reference to thesum (such sum, the Repurchase Yield) of the repurchase spread of 65 basis points(bps) (the Repurchase Spread) and the Offer Side Benchmark Security Rate. The Offer begins on 3rd May (the Launch Date) and expires at 5.00 p.m., Londontime, on Monday 22nd May 2006 (the Expiration Deadline), unless the period forthe Offer is extended or re-opened or the Offer is terminated. In order to beeligible to receive the Repurchase Price, Bondholders must validly tender theirBonds before the Expiration Deadline, by delivering, or arranging to havedelivered on their behalf, a valid Bond Tender Instruction that is received bythe Tender Agent before the Expiration Deadline. Each Bondholder who validly tenders its Bonds (and does not revoke such tender)before 5.00 p.m., London time, on Tuesday 16th May 2006 (the Early TenderDeadline) will receive a further cash payment (the Early Tender Premium) inaddition to the Repurchase Price and Accrued Interest, and as additionalconsideration for its tender of the relevant Bonds, for each £10,000 inprincipal amount of such Bonds accepted pursuant to the Offer. The amount ofthe Early Tender Premium for such Bondholder will be equal to the differencebetween the Repurchase Price of the relevant Bonds and an effective repurchaseprice (the Effective Early Tender Price) of such Bonds determined in the samemanner as for the Repurchase Price but by reference to the sum (such sum, theEffective Early Tender Yield) of an effective repurchase spread of 55 bps (theEffective Early Tender Spread) and the Offer Side Benchmark Security Rate. Bondholders to whom the Offer is not being made pursuant to the offerrestrictions set out in the Tender Offer Memorandum (each an IneligibleBondholder) may also be eligible, to the extent permitted by applicable laws andregulations, to receive an identical amount to the Early Tender Premium (theIneligible Bondholder Early Submission Amount) by delivering, or arranging tohave delivered on their behalf, a valid Ineligible Bondholder Instruction infavour of the Proposal, that is received by the Tender Agent before the EarlyTender Deadline and not revoked. The Ineligible Bondholder Early SubmissionAmount will be paid in the circumstances described in the Tender OfferMemorandum to relevant Ineligible Bondholders on the Settlement Date and on thesame basis as if the Bonds in respect of which any such Ineligible Bondholderhas validly submitted an Ineligible Bondholder Instruction were permitted to beand in fact were accepted for repurchase by the Company pursuant to the Offer. If the Extraordinary Resolution is passed at the first Meeting and the Company,in its sole discretion, chooses to exercise the Issuer Call immediately, each ofthe (i) Repurchase Price and Early Redemption Amount, and (ii) any AccruedInterest payment in respect of Bonds repurchased pursuant to the Offer andredeemed pursuant to the Proposal, will be the same. Bond Tender Instructions and Ineligible Bondholder Instructions in favour of theProposal cannot be revoked after 5.00 p.m., London time, on Tuesday 16th May2006 (the Revocation Deadline) except in the limited circumstances described inthe Tender Offer Memorandum. By tendering Bonds in the Offer or submitting an Ineligible BondholderInstruction in favour of the Proposal, Bondholders will instruct the PayingAgent to appoint The Bank of New York (the Tender Agent) as their proxy to votein favour of the Extraordinary Resolution at the Meeting. It will not bepossible to validly tender Bonds in the Offer without at the same time givingsuch instructions to the Paying Agent. The Extraordinary Resolution providesfor the terms and conditions of the Bonds to be amended by the insertion of anew provision pursuant to which the Company may redeem all (and not some only)of the Bonds outstanding at any time (the Issuer Call), on the Company givingnot less than three business days notice. The redemption amount (the Early Redemption Amount) at which each Bond will beredeemed on such early redemption together with Accrued Interest will bedetermined in a similar manner to that described in the Tender Offer Memorandumfor the determination of the Repurchase Price by reference to the sum of aredemption spread of an identical 65 bps and the Offer Side Benchmark SecurityRate. Description of Common Code/ Outstanding Repurchase Yield Repurchase Effective Early Tender Effectivethe Bonds ISIN Principal Spread Yield Early Amount Tender Spread £200,000,000 001065718/ £200,000,000 Sum of the Offer 65 bps Sum of the Offer Side 55 bps10.75 per Side Benchmark Benchmark Securitycent. Bonds GB0004063078 Security Rate and Rate and the Effectivedue 2013 the Repurchase Early Tender Spread Spread Neither this announcement nor the Tender Offer Memorandum constitutes an offerto buy or a solicitation of an offer to sell the Bonds, and tenders of Bonds inthe Offer will not be accepted from Bondholders, in any jurisdiction in whichsuch offer or solicitation is unlawful. In those jurisdictions where thesecurities, blue sky or other laws require the Offer to be made by a licensedbroker or dealer and the Dealer Manager is such a licensed broker or dealer insuch jurisdictions, the Offer shall be deemed to be made on behalf of theCompany by the Dealer Manager United States The Offer is not being made and will not be made, directly or indirectly, in orinto, or by use of the mails of, or by any means or instrumentality (including,without limitation, facsimile transmission, telex, telephone, email and otherforms of electronic transmission) of interstate or foreign commerce of, or anyfacility of a national securities exchange of, the United States, and the Bondsmay not be tendered in the Offer by any such use, means, instrumentality orfacility from or within the United States or by persons located or resident inthe United States. Accordingly, copies of this Tender Offer Memorandum and anyother documents or materials relating to the Offer are not being, and must notbe, directly or indirectly, mailed or otherwise transmitted, distributed orforwarded in or into the United States or to persons located or resident in theUnited States. Any purported tender of Bonds in the Offer resulting directly orindirectly from a violation of these restrictions will be invalid and tenders ofBonds made by a person located in the United States or any agent, fiduciary orother intermediary acting on a non-discretionary basis for a principal givinginstructions from within the United States will not be accepted. For thepurposes of this paragraph, United States means the United States of America,its territories and possessions, any state of the United States of America andthe District of Columbia. United Kingdom The communication of this Tender Offer Memorandum and any other documents ormaterial relating to the Offer is not being made and such documents and/ormaterials have not been approved by an authorised person for the purposes ofsection 21 of the Financial Services and Markets Act 2000. Accordingly, suchdocuments and/or materials are not being distributed to, and must not be passedon to, the general public in the United Kingdom, and are only for circulation topersons outside the United Kingdom or to persons within the United Kingdomfalling within the definition of investment professionals (as defined in Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order2005 (the Order)) or within Article 43(2) of the Order, or to other persons towhom it may lawfully be communicated in accordance with the Order. Italy The Offer is not being made in the Republic of Italy (Italy). The Offer andthis Tender Offer Memorandum have not been submitted to the clearance procedureof the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant toItalian laws and regulations. Accordingly, Bondholders are notified that, tothe extent Bondholders are resident and/or located in Italy, the Offer is notavailable to them and they may not tender Bonds in the Offer and, as such, anyBond Tender Instructions received from such persons shall be ineffective andvoid, and neither this Tender Offer Memorandum nor any other documents ormaterials relating to the Offer or the Bonds may be distributed or madeavailable in Italy. Belgium The Offer is not being made, directly or indirectly, to the public in Belgium.This Tender Offer Memorandum has not been and will not be notified to norapproved by the Belgian Banking, Finance and Insurance Commission (CommissionBancaire, Financiere et des Assurances/Commissie voor het Bank, Financie enAssurantiewezen) and neither this Tender Offer Memorandum nor any otherdocuments or materials relating to the Offer have been, or will be, approved bythe Belgian Banking, Finance and Insurance Commission. Accordingly, the Offermay not be advertised and neither the Tender Offer Memorandum nor any suchdocuments or materials may be distributed or made available in Belgium otherthan to institutional investors, as referred to in Article 3,2 of the BelgianRoyal Decree of 7 July 1999 on the public character of financial transactions,acting for their own account. France The Offer is not being made, directly or indirectly, to the public in theRepublic of France (France). Neither this Tender Offer Memorandum nor any otherdocuments or materials relating to the Offer have been or will be distributed tothe public in France and only qualified investors (investisseurs qualifies), asdefined in, and in accordance with, Articles L.411-2 and D.411-1 of the FrenchCode Monetaire et Financier are eligible to participate in the Offer. ThisTender Offer Memorandum has not been and will not be submitted to nor approvedby the Autorite des Marches Financiers. DISCLAIMER This announcement must be read in conjunction with the Tender OfferMemorandum. This announcement and the Tender Offer Memorandum containsimportant information which should be read carefully before any decision is madewith respect to the Offer or the Proposal. If you are in any doubt as to theaction you should take, you are recommended to seek your own financial advice,including as to any tax consequences, immediately from your stockbroker, bankmanager, solicitor, accountant or other independent financial adviser. Anyindividual or company whose Bonds are held on its behalf by a broker, dealer,bank, custodian, trust company or other nominee or intermediary must contactsuch entity if it wishes to tender Bonds in the Offer. A copy of the Tender Offer Memorandum is available for inspection at theDocument Viewing Facility of the Financial Services Authority, 25 The NorthColonnade, London E14 5HS. Questions and requests for further information and assistance may be directed tothe Dealer Manager: HSBC Bank plc on +44 (0)20 7991 5874; Fax +44 (0)20 79924973; email: [email protected]. Questions and requests forassistance in relation to the submission of the Electronic Orders may bedirected to the Tender Agent: The Bank of New York on +44 (0)20 7964 6337; Fax+44 (0)20 7964 6399; email: [email protected]. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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