Company Announcements

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

FINAL RESULTS OF 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)

1 June 2021.

Hammerson plc (the Company) announces today the final results of 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 were announced on 20 May 2021 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 20 May 2021 (the Tender Offer Memorandum). The Company also announced the 2023 Bonds Maximum Acceptance Amount on 27 May 2021.

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 28 May 2021.

2022 Bonds

The Company will, subject to the satisfaction of the New Issue Condition on or prior to the Settlement Date, accept for purchase all 2022 Bonds validly tendered pursuant to the relevant Offer with no pro rata scaling. Accordingly, the 2022 Bonds Final Acceptance Amount is €310,315,000.

Pricing in respect of the Offer for the 2022 Bonds took place at around 2.00 p.m. (London time) today (the Pricing Time). The Company determined that the Purchase Price it will pay for 2022 Bonds validly tendered and accepted for purchase will be 102.713 per cent. of the nominal amount of such 2022 Bonds based on a Settlement Date of 3 June 2021.

A summary of the final results of, and pricing for, the Offer for the 2022 Bonds appears below:

1.             Expressed as a percentage of the nominal amount of the 2022 Bonds.

2023 Bonds

The Company will, subject to the satisfaction of the New Issue Condition on or prior to the Settlement Date, accept for purchase all 2023 Bonds validly tendered pursuant to the relevant Offer with no pro rata scaling. Accordingly, the 2023 Bonds Final Acceptance Amount is €264,493,000.

The Company confirmed that the Purchase Price it will pay for the 2023 Bonds validly tendered and accepted for purchase will be 102.926 per cent. of the nominal amount of such 2023 Bonds based on a Settlement Date of 3 June 2021.

A summary of the final results of, and pricing for, the Offer for the 2023 Bonds appears below:

General

Subject to the satisfaction of the New Issue Condition, the Settlement Date in respect of the Bonds accepted for purchase pursuant to the Offers is expected to be 3 June 2021. Following settlement of the Offers and cancellation of the relevant Bonds accepted for purchase pursuant to the Offers, €189,685,000 in aggregate nominal amount of the 2022 Bonds and €235,507,000 in aggregate nominal amount of the 2023 Bonds will remain outstanding.

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

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. 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.