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Results Of Placing

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Hammerson raises £189m gross proceeds through placing, retail offer and director subscription at 355p per share.

  • Gross proceeds raised £189m
  • Net proceeds £185m
  • Placing price per share 355 pence
  • Discount to closing price 3.8%
  • New shares issued 53,163,160 shares
  • Percentage of existing share capital c.10%
Full announcement

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Hammerson announces the successful pricing of the non-pre-emptive placing of new ordinary shares of 5 pence each in the capital of the Company (the "Ordinary Shares") announced on 30 July 2026 (the "Placing").

Rob Wilkinson, Chief Executive Officer of Hammerson, said:

"We are delighted with the strong support received for this important equity issue raising £189 million, following our acquisition of a 50% stake in Manchester Arndale. This is another significant step in delivering our strategy, enhancing the quality and scale of our portfolio while providing attractive opportunities for long-term value creation. We would like to thank both existing and new shareholders for their continued support."

A total of 52,098,942 new Ordinary Shares in the capital of the Company (the "Placing Shares") have been placed by Morgan Stanley & Co. International plc ("Morgan Stanley"), Investec Bank Limited ("Investec"), and Peel Hunt LLP ("Peel Hunt"), (together, the "Banks"), at a price of 355 pence per Placing Share (the "Placing Price") equivalent to ZAR 78.81 per Placing Share based on the exchange rate at the time the Placing Price was set.

The Placing Price of 355 pence represents a discount of 3.8 per cent. to the closing price on 29 July 2026, which was 369 pence.

Hammerson consulted with a number of its major shareholders prior to the Placing and has respected the principles of pre-emption through the allocation process.

Concurrently with the Placing, there has been a separate retail offer via RetailBook to provide retail investors in the United Kingdom with an opportunity to acquire new Ordinary Shares (the "Retail Offer Shares") at the Placing Price (the "Retail Offer"). The Retail Offer was not made subject to the terms and conditions of the Placing for invited placees, and instead a separate announcement has been made regarding the Retail Offer and its terms. Members of the public have not been entitled to participate in the Placing. The Retail Offer was conditional on the Placing, but the Placing was not conditional on the Retail Offer.

In addition to the Placing and the Retail Offer, certain directors of the Company, including the Chief Executive Officer and Chief Financial Officer, have subscribed for the new Ordinary Shares (the "Subscription Shares") at the Placing Price, representing c. £230k in aggregate (the "Subscription"). The Subscription Shares have been subscribed for pursuant to subscription letters entered into between the relevant directors and the Company, rather than pursuant to the Terms and Conditions of the Placing.

The Placing Shares, the Retail Offer Shares and the Subscription Shares amount, in aggregate, to 53,163,160 new Ordinary Shares (together, the "New Ordinary Shares"), representing c.10% of the existing issued share capital of the Company.

Hammerson is pleased to announce that the Financial Surveillance Department of the South African Reserve Bank has given its requisite approval to inward list all of the New Ordinary Shares on the Main Board of the securities exchange operated by the JSE Limited ("JSE").

Applications have been, or will be, made for the New Ordinary Shares to be admitted to:

  • trading on the main market for listed securities of the London Stock Exchange;
  • listing on the Official List of The Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") (the "Irish Official List") and to trading on the main market for listed securities of Euronext Dublin; and
  • listing and trading as a secondary inward listing on the Main Board of the securities exchange the JSE,

("Admission").

For the purposes of the Terms and Conditions of the Placing, it is therefore expected that First Admission, Second Admission, Retail Admission and Subscription Admission will occur simultaneously at Admission.

It is expected that settlement of subscriptions in respect of the New Ordinary Shares (subject to Admission becoming effective), and trading in the New Ordinary Shares on the London Stock Exchange, Euronext Dublin and the JSE will commence at 8.00 a.m. (London time) / 9.00 a.m. (Johannesburg time) on 4 August 2026.

The above proposed dates and times may be subject to change at the discretion of the Company and the Banks.

The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

For purposes of the Disclosure Guidance and Transparency Rules and the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) of Ireland, following Admission, the total number of shares in issue in the Company will be 585,217,753. Hammerson currently holds 9,032 shares as treasury shares, and, therefore, following Admission, the total number of voting shares in Hammerson in issue will be 585,208,721. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules and the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) of Ireland.

Slaughter and May is acting as legal adviser to the Company in respect of the Equity Issue. Cravath, Swaine & Moore LLP is acting as U.S. legal adviser to the Company in respect of the Equity Issue. Bowmans is acting as South African legal adviser to the Company in respect of the Equity Issue.

Freshfields LLP is acting as UK and U.S. legal adviser to the Banks in respect of the Equity Issue.

CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to the Company in respect of the Acquisition.

Directors' participation in the Subscription

The following directors of the Company have subscribed for the following number of Subscription Shares at the Placing Price as part of the Subscription:

N ameN umber of Ordinary Shares
Rob Wilkinson28,169
Himanshu Raja28,169
Habib Annous7,880

Pre-Emption Group Reporting

The Placing is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post-transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).

Name of issuerHammerson plc
Transaction detailsIn aggregate , t he Placing of 52,098,942 ordinary shares represents approximately 9.8 % of the Company's issued ordinary share capital. The Placing, Retail Offer and Subscription in aggregate represent c.10% of the current issued share capital of the Company. It is expected that settlement of subscriptions in respect of the New Ordinary Shares (subject to Admission becoming effective), and trading in the New Ordinary Shares on the London Stock Exchange, Euronext Dublin and the JSE will commence at 8.00 a.m. (London time) / 9.00 a.m. (Johannesburg time) on 4 August 2026 .
Use of proceedsThe net proceeds of the Placing, Retail Offer and Subscription will be used to part-fund a portion of the consideration for the proposed acquisition by the Group of a 50% interest in Manchester Arndale and other transaction-related costs.
Quantum of proceedsIn aggregate, the Placing, Retail Offer and Subscription will raise gross proceeds of approximately £189 million and net proceeds of approximately £ 185 million.
DiscountThe Placing Price of 355 pence represents a discount of 3.8 per cent. to the closing price on 29 July 2026, which was 369 pence.
AllocationsSoft pre-emption has been adhered to in the allocations process, where possible. Management was involved in the allocations process, which has been carried out in compliance with the MIFID II allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata interests and wall-crossed accounts.
ConsultationPrior to launch of the Placing, the Banks undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent reasonably practicable and permitted by law.
Retail investorsFollowing discussions between the Banks and the Company, the separate Retail Offer was made available to eligible retail investors in the United Kingdom via RetailBook, for a total of 1,000,000 Retail Offer Shares. Retail investors who participated in the Retail Offer were able to do so at the same Placing Price as all other investors participating in the Placing and the Director Subscription. Investors were able to participate through RetailBook's partner network of retail brokers, wealth managers and investment platforms. As such, to the extent practicable on the transaction timetable, eligible UK retail investors (including certificated retail shareholders) had the opportunity to participate in the Retail Offer alongside institutional investors. Allocations in the Retail Offer were preferentially directed towards existing shareholders in keeping with the principle of soft pre-emption. In addition, 3 directors of the Company agreed to subscribe for Subscription Shares pursuant to the Subscription.

NOTICE TO CANADIAN INVESTORS

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Agents are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Banks. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide for future performance and persons reading this Announcement should consult an independent financial adviser.

In connection with the Placing, each of the Banks and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Banks and any of their affiliates acting in such capacity. In addition, the Banks and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Banks and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement does not constitute a recommendation to acquire any securities of the Company.

Information to Distributors

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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