Hammerson PLC

M&A Activity • Apr 25, 2018

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RNS Number : 0987M

Hammerson PLC

25 April 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

This Announcement contains inside information

25 April 2018

Hammerson plc ("Hammerson" or the "Company")

Termination of offer period

On 18 April 2018, the Board of Hammerson announced the withdrawal of its recommendation to Hammerson shareholders to vote in favour of the previously announced all-share offer for Intu Properties plc ("Intu") (the "Intu Acquisition") and detailed the reasons for its withdrawal.

Without the recommendation of the Hammerson Board, the Company believes it is unlikely that Hammerson shareholders would support the Intu Acquisition, which is a condition to completion of the transaction. In addition, Hammerson confirms that it will not exercise any rights it may have to implement the Intu Acquisition by way of a contractual takeover offer.

On 25 April 2018, the Board of Intu announced:

1.   its withdrawal of its recommendation of the Intu Acquisition;

2.   that it will not proceed with the scheme of arrangement; and

3.   that it has consented to the release of Hammerson from its obligation to proceed with the Intu Acquisition.

Further to that announcement and the release of this announcement, the Panel on Takeovers and Mergers (the "Panel") has confirmed that: (a) Hammerson will be released from its obligations under Rule 2.7(b) and Rule 24.1 of the City Code on Takeovers and Mergers (the "Code") to proceed with the Intu Acquisition; and (b) the offer period has now ended and the Intu Acquisition has lapsed.

As a result, Hammerson will not be convening a Hammerson shareholder meeting to consider the Intu Acquisition.

Hammerson will, except with the consent of the Panel, be bound by the restrictions contained in Rule 35 of the Code for a period of 12 months from the date of this Announcement.

The person responsible for making this Announcement is Sarah Booth, General Counsel and Company Secretary.

Enquiries:

Hammerson	+44 (0)20 7887 1000
David Tyler, Chairman David Atkins, Chief Executive Officer Timon Drakesmith, Chief Financial Officer and Managing Director, Premium Outlets Rebecca Patton, Head of Investor Relations Catrin Sharp, Head of Corporate Communications
Deutsche Bank (Financial Adviser and Corporate Broker to Hammerson)	+44 (0)20 7545 8000
Charles Wilkinson James Arculus Rishi Bhuchar Samantha Forbes (South Africa)	+27 (0)11 775 7000
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Hammerson)	+44 (0)20 7742 4000
Edmund Byers Massimo Saletti Paul Hewlett Adam Laursen
Lazard (Financial Adviser to Hammerson)	+44 (0)20 7187 2000
William Rucker Patrick Long Will Lawes Max von Hurter
FTI Consulting (PR adviser to Hammerson)	+44 (0)20 7979 7400
John Waples Dido Laurimore Tom Gough	+44 (0)77 1781 4520 +44 (0)78 0165 4424 +44 (0)75 8386 3025

Further information

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and FCA. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the FCA, are available on request or from www.db.com/en/content/eu_disclosures.htm. Deutsche Bank AG, acting through its London branch ("DB London") is acting as financial adviser and corporate broker to Hammerson and no other person in connection with this Announcement or any of its contents. DB London will not be responsible to any person other than Hammerson for providing any of the protections afforded to clients of DB London, nor for providing any advice in relation to the acquisition or any other matter referred to herein. Neither DB London nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of DB London in connection with this Announcement, any statement contained herein or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan Cazenove is acting exclusively as financial adviser to Hammerson and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Hammerson for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Hammerson and no one else in connection with the acquisition and will not be responsible to anyone other than Hammerson for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the acquisition or any other matters referred to in this Announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this Announcement, any statement contained herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and South Africa should inform themselves about, and observe, any applicable requirements. The information disclosed in this Announcement may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

This information is provided by RNS

The company news service from the London Stock Exchange

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