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.

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 JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

HAMMERSON PLC ANNOUNCES TENDER OFFERS IN RESPECT OF ITS

€500,000,000 2.000 PER CENT. BONDS DUE 2022 (THE 2022 BONDS)

AND

€500,000,000 1.750 PER CENT. BONDS DUE 2023 (THE 2023 BONDS)

20 May 2021.

Hammerson plc (the Company) announces today its separate invitations to holders of its (a) €500,000,000 2.000 per cent. Bonds due 2022 (ISIN: XS1081656180) (the 2022 Bonds) and (b) €500,000,000 1.750 per cent. Bonds due 2023 (ISIN: XS1379158550) (the 2023 Bonds and, together with the 2022 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 are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 20 May 2021 (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.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary

A summary of certain terms of the Offers appears below:

Rationale for the Offers

The Offers are being made to manage and refinance near term maturities and to extend the weighted average duration of the Company's external indebtedness.

Purchase Prices and Accrued Interest

In respect of each Series, the Company will pay for any Bonds of the relevant Series validly tendered and accepted for purchase by the Company pursuant to the relevant Offer a purchase price for such Bonds (each a Purchase Price) to be determined:

(a)         in the case of the 2022 Bonds, at or around 2.00 p.m. (London time) on 1 June 2021 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the sum (such sum, the 2022 Bonds Purchase Yield) of:

(i)            the 2022 Bonds Purchase Spread specified in the table on page 1; and

(ii)           the 2022 Bonds Interpolated Mid-Swap Rate; and

(b)       in the case of the 2023 Bonds, in the manner described in the Tender Offer Memorandum by reference to a fixed purchase yield of -0.150 per cent. (the 2023 Bonds Purchase Yield and, together with the 2022 Bonds Purchase Yield, the Purchase Yields and each a Purchase Yield) (see also footnote 3 on page 1 of this announcement).

Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Bonds of the relevant Series accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to maturity (or, in the case of the 2023 Bonds, to the 2023 Bonds Par Call Date) of the Bonds of the relevant Series on the Settlement Date based on the relevant Purchase Yield. Specifically, the Purchase Price applicable to the Bonds of a particular Series will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including (i) in the case of the 2022 Bonds, the scheduled maturity date of the 2022 Bonds and (ii) in the case of the 2023 Bonds, the 2023 Bonds Par Call Date, discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) any Accrued Interest for such Series.

The Company will also pay an Accrued Interest Payment in respect of any Bonds accepted for purchase pursuant to the relevant Offer(s).

2022 Bonds Acceptance Amount

If the Company decides to accept any 2022 Bonds for purchase pursuant to the relevant Offer, the Company intends to accept for purchase all of the 2022 Bonds that are validly tendered (the aggregate nominal amount of such validly tendered and accepted 2022 Bonds being the 2022 Bonds Final Acceptance Amount), with no pro rata scaling.

2023 Bonds Acceptance Amount

If the Company decides to accept any 2023 Bonds for purchase pursuant to the relevant Offer, the Company currently proposes that the aggregate nominal amount of Bonds it will accept for purchase pursuant to the relevant Offer will be no greater than an amount to be determined by the Company, in its sole discretion, (such amount, the 2023 Bonds Maximum Acceptance Amount) which the Company will announce as soon as is reasonably practicable following pricing of the New Bonds, although the Company reserves the right, in its sole discretion, to accept significantly less or significantly more than such amount, or to accept none of such Bonds, for purchase pursuant to the relevant Offer (the final aggregate nominal amount accepted for purchase pursuant to the relevant Offer being the 2023 Bonds Final Acceptance Amount). 

Scaling of 2023 Bonds

In respect of the 2023 Bonds, if the Company decides to accept any validly tendered Bonds of such Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of the relevant Series validly tendered for purchase is greater than the 2023 Bonds Final Acceptance Amount, the Company intends to accept such Bonds for purchase on a pro rata basis such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than the 2023 Bonds Final Acceptance Amount.

New Issue Condition

Hammerson Ireland Finance DAC, a wholly owned subsidiary of the Company, announced on 20 May 2021 its intention to issue a new series of Sustainability-linked Bonds (the New Bonds), subject to market conditions. The New Bonds are to be guaranteed by the Company, and the issue proceeds of the New Bonds are to be on-lent to the Company. The Company's purchase of any Bonds validly tendered in the relevant Offer is subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Bonds (the New Issue Condition).

Even if the New Issue Condition is satisfied, the Company is under no obligation to accept for purchase any Bonds tendered pursuant to the relevant Offer. The acceptance for purchase by the Company of Bonds validly tendered pursuant to the relevant Offer is at the sole discretion of the Company, and tenders may be rejected by the Company for any reason or for no reason.

Any investment decision to purchase any New Bonds should be made solely on the basis of the information contained in the prospectus to be prepared in connection with the issue and listing of the New Bonds (the Prospectus), and no reliance is to be placed on any representations other than those contained in the Prospectus.

For the avoidance of doubt, the ability to purchase New Bonds is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Bondholder and the selling restrictions set out in the Prospectus). It is the sole responsibility of each Bondholder to satisfy itself that it is eligible to purchase the New Bonds.

The Prospectus, when published, will be available on the Company's website (www.hammerson.com/investors/shareholder-information/debt-investors).

The New Bonds are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Bonds in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.

Compliance information for the New Bonds: No EU PRIIPS KID - eligible counterparties and professional clients only (all distribution channels). No sales to EEA retail investors; no key information document in respect of the EEA has been or will be prepared. UK MiFIR professionals/ECPs-only/No UK PRIIPS KID - eligible counterparties and professional clients only (all distribution channels). No sales to UK retail investors; no key information document in respect of the UK has been or will be prepared.

No action has been or will be taken in any jurisdiction in relation to the New Bonds to permit a public offering of securities.

Allocation of the New Bonds

When considering allocation of the New Bonds, the Company may give preference to those Bondholders who, prior to such allocation, have validly tendered or have given a firm intention to the Company or any Dealer Manager that they intend to tender their Bonds for purchase pursuant to the Offers. Therefore, a Bondholder who wishes to subscribe for New Bonds in addition to tendering its existing Bonds for purchase pursuant to the Offers may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Bonds, subject to the issue of the New Bonds and such Bondholder making a separate application for the purchase of such New Bonds to a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Bonds) in accordance with the standard new issue procedures of such Dealer Manager (in its capacity as a joint lead manager of the issue of the New Bonds). Any such preference will, subject to the sole and absolute discretion of the Company, be applicable up to the aggregate nominal amount of Bonds tendered or firmly intended to be tendered by such Bondholder pursuant to the Offers. However, the Company is not obliged to allocate any New Bonds to a Bondholder who has validly tendered or indicated a firm intention to tender its Bonds for purchase pursuant to the Offers and, if New Bonds are so allocated, the nominal amount thereof may be less or more than the nominal amount of Bonds tendered by such Bondholder and accepted for purchase by the Company pursuant to the Offers. Any such allocation will also, among other factors, take into account the minimum denomination of the New Bonds (which will be €100,000).

All allocations of the New Bonds, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Bondholder validly tenders Bonds pursuant to the Offers, such Bonds will remain subject to such tender and the conditions of the relevant Offer as set out in the Tender Offer Memorandum irrespective of whether that Bondholder receives all, part or none of any allocation of New Bonds for which it has applied.

Existing Bondholders should note that the pricing and allocation of the New Bonds are expected to take place prior to the Expiration Deadline for the Offers, and any Bondholder who wishes to subscribe for New Bonds in addition to tendering their Bonds for purchase pursuant to the Offers should therefore provide, as soon as practicable, to the Company or any Dealer Manager, an indication of its firm intention to tender their Bonds for purchase and the nominal amount of the Bonds that it intends to tender pursuant to the Offers.

Announcements

The Company intends to announce (i) a non-binding indication of the level at which it expects to set each Series Final Acceptance Amount and (ii) indicative details of any Scaling Factor applicable to valid tenders of 2023 Bonds that will be applied in the event that the Company decides to accept valid tenders of 2023 Bonds pursuant to the relevant Offer, in each case, prior to the Pricing Time on 1 June 2021.

The Company will then announce its decision of whether to accept (subject to satisfaction of the New Issue Condition on or prior to the Settlement Date) valid tenders of Bonds pursuant to both or either of the Offers and, if so accepted, each Series Final Acceptance Amount, each Purchase Yield, the 2022 Bonds Interpolated Mid-Swap Rate, each Purchase Price and any Scaling Factor that will be applied to the 2023 Bonds, as applicable, as soon as reasonably practicable after the Pricing Time.

Intention to exercise optional redemption right in respect of the 2022 Bonds

With respect to the 2022 Bonds, the Company currently expects to exercise, on a redemption date following the Settlement Date, its right to redeem (pursuant to the terms and conditions of the 2022 Bonds) any and all of the 2022 Bonds not purchased by the Company in the relevant Offer, if any, at the make-whole call redemption amount to be calculated in accordance with the terms and conditions of the 2022 Bonds. Such make-whole call redemption amount will be calculated by reference to the mid-swap rate for euro swap transactions (with no spread) (all as described in more detail in the terms and conditions of the 2022 Bonds) and may be more or less than the Purchase Price to be paid pursuant to the relevant Offer. However, there can be no assurance that any 2022 Bonds will be so redeemed. The relevant Offer does not constitute a notice of redemption under the optional redemption provisions of the terms and conditions of the 2022 Bonds.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to the relevant 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 4.00 p.m. (London time) on 28 May 2021, unless extended, re-opened, amended and/or terminated 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, an 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 below and in the Tender Offer Memorandum.

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 the relevant Series of no less than €100,000, being the minimum denomination of such Series, and may be submitted in integral multiples of €1,000 thereafter.

Indicative Timetable for the Offers

This is an indicative timetable and may be subject to change. 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, an 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 Offers 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 made on the relevant Reuters Insider Screen and 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.

For detailed terms of the Offers please refer to the Tender Offer Memorandum which (subject to distribution restrictions) can be obtained from the Tender Agent referred to below.

Barclays Bank PLC (Telephone: +44 (0) 20 3134 8515, Attention: Liability Management Group, Email: eu.lm@barclays.com), BNP Paribas (Telephone: +33 1 55 77 78 94, Attention: Liability Management Group, Email: liability.management@bnpparibas.com), J.P. Morgan Securities plc (Telephone: +44 20 7134 2468 Attention: Liability Management, Email: liability_management_EMEA@jpmorgan.com) and MUFG Securities EMEA plc  (Telephone: +44 20 7577 4218, Attention: Liability Management Group, Email: liability.management@mufgsecurities.com) are acting as Dealer Managers for the Offers.

Lucid Issuer Services Limited (Telephone: +44 20 7704 0880, Attention: Mu-yen Lo / Harry Ringrose, Email: hammerson@lucid-is.com) is acting as Tender Agent.

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 Offers. 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, tax 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 Offers. 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 Offers.

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 relevant 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 relevant Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the relevant 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 Offers 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 Offers are not being made, and will not be made, directly or indirectly, in or into, or by use of the mail 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 Securities Act (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. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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, to any person located or resident in the United States or to any U.S. Person, and the Bonds cannot be tendered in the Offers by any such use, means, instrumentality or facility or from within the United States or by any person located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Any purported tender of Bonds in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by any 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 or by any U.S. Person or by use of such mails or any such means, instrumentality or facility will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. Persons. Bonds may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons.

Each holder of Bonds participating in an Offer will represent that it is not a U.S. Person and is not located in the United States and is not participating in such 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 such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above two paragraphs, 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 Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each 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 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Bondholders or beneficial owners of the Bonds that are located in Italy can tender Bonds for purchase in the Offers 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. 20307 of 15 February 2018, 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.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds, the Offers, the Tender Offer Memorandum and/or this announcement.

United Kingdom. This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are 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 and are not for general distribution and must not be passed on to the general public in the United Kingdom. The communication of such documents and materials is made only to and directed only at 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 Promotion Order)) 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 (all such persons together being referred to as Relevant Persons) and the transaction contemplated herein will be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this announcement or the Tender Offer Memorandum or (in either case) any of its contents.

France. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the Tender Offer Memorandum has been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

The announcement above has also been released on the SENS system of the Johannesburg Stock Exchange and Euronext Dublin.