Wrap Text
Results of placing
Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE and Euronext Dublin share code: HMSO JSE share code: HMN
ISIN: GB00BRJQ8J25
LEI: 213800G1C9KKVVDN1A60
("Hammerson" or 'the "Company" or the "Group")
For immediate release
30 July 2026
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM (THE
"ANNOUNCEMENT"), IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, CANADA, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
RESULTS OF PLACING
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:
(a) trading on the main market for listed securities of the London Stock Exchange;
(b) 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
(c) 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.
The person responsible for making this Announcement on behalf of Hammerson is Alex Dunn, General Counsel
& Company Secretary.
The date and time of this Announcement is the same as the date and time that it has been communicated to
the media.
For further information on the Announcement, please contact:
Hammerson Investor Contact
Josh Warren +44 (0) 20 7887 1053
Morgan Stanley (Global Coordinator, Financial Adviser, Joint Corporate Broker)
Andrew Foster +44 (0) 20 7425 8000
Emma Whitehouse
Jun Sandeman
Hannah Mackey
Peel Hunt (Global Coordinator, Financial Adviser, Joint Corporate Broker)
Capel Irwin +44 (0) 20 7418 8900
Sohail Akbar
Chloe Ponsonby
Henry Nicholls
Investec (Financial Adviser, Sole SA Bookrunner and Placing Agent, JSE Sponsor)
Jarrett Geldenhuys +27 11 286 9481
Ashleigh Williams
Kyle Rollinson
Karl Priessnitz
Lazard (Financial Adviser)
Patrick Long +44 (0) 20 7187 2000
Jolyon Coates
Simon Chambers
Sebastian O'Shea-Farren
MHP for Hammerson
Oliver Hughes +44 (0) 20 3128 8100
Ollie Hoare
Charles Hirst
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:
Name Number of Ordinary Shares
Rob Wilkinson 28,169
Himanshu Raja 28,169
Habib Annous 7,880
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 issuer Hammerson plc
Transaction details In aggregate, the 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 proceeds The 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 proceeds In aggregate, the Placing, Retail Offer and Subscription will
raise gross proceeds of approximately £189 million and net
proceeds of approximately £185 million.
Discount 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.
Allocations Soft 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
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preferentially directed towards existing shareholders in
excess of their pro rata interests and wall-crossed accounts.
Consultation Prior 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 investors Following 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.
IMPORTANT NOTICES
This Announcement and the information contained herein, is restricted and is not for publication, release,
transmission, forwarding or distribution, directly or indirectly, in whole or in part, in or into the United States of
America, its territories and possessions, any state of the United States or the District of Columbia (collectively,
the "United States"), Australia, Canada, Japan or any other jurisdiction in which such publication, release or
distribution would be unlawful.
No action has been taken by the Company or the Banks, or any of their respective affiliates, or any person acting
on its or their behalf, that would, or which is intended to, permit a public offer of the Placing Shares in any
jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity
material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to
comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into
whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.
No prospectus will be made available in connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129 as amended from time
to time (the "EU Prospectus Regulation"), the Public Offer and Admissions to Trading Regulations 2024 (SI
2024/105) ("POATR") or the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook of the
FCA being the regulated market admission rules referred to in Regulation 14(2) of the POATRs. Persons needing
advice should consult an independent financial adviser.
In South Africa: (i) the Placing is not an "offer to the public" as contemplated in the South African Companies Act
71 of 2008, as amended (the "South African Companies Act"); (ii) this Announcement does not, nor does it intend
to, constitute a "registered prospectus" or an "advertisement", as contemplated by the South African Companies
Act; and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission
("CIPC") in respect of the Placing. As a result, this Announcement does not comply with the substance and form
requirements for a prospectus set out in the South African Companies Act and the South African Companies
Regulations, 2011, and has not been approved by, and/or registered with, the CIPC, or any other South African
authority.
This Announcement is for information purposes only and does not constitute an offer or invitation to underwrite,
buy, subscribe, sell or issue, or the solicitation of an offer to buy, sell, acquire, dispose or subscribe for the Placing
Shares or any other security in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction in
which, or to any persons to whom, such offering, solicitation or sale would be unlawful or require registration.
The Placing Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or under the securities laws of any State or other jurisdiction of the United States, and may
not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any State or other jurisdiction of the United States. There will
be no public offer of the Placing Shares in the United States.
The Placing has not, and will not be, approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any State securities commission or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal offence in the United States.
The Placing Shares have not been, nor will they be, qualified for distribution to the public in Canada pursuant to
a prospectus filed with the securities regulatory authority of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese
Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of Canada, Australia or Japan. Accordingly,
the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or any other jurisdiction outside the
United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or to
any investor located or resident in Canada.
This Announcement does not constitute, or purport to include the information required of, a disclosure document
under Chapter 6D of the Corporations Act 2001 (Cth) (the "Corporations Act") or a product disclosure statement
under Chapter 7 of the Corporations Act and will not be lodged with the Australian Securities and Investments
Commission. No offer of securities is made pursuant to this Announcement in Australia except to a person who
is: (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a
"professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a
"wholesale client" for the purposes of section 761G of the Corporations Act (and related regulations) who has
complied with all relevant requirements in this respect. No Placing Shares may be offered for sale (or transferred,
assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in
circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.
NOTICE TO CANADIAN INVESTORS
The Placing Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Placing Shares must be made
in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of
applicable securities laws.
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 is for information purposes only and is directed only at persons whose ordinary activities
involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes
of their business and who have professional experience in matters relating to investments and are: (a) persons in
member states of the European Economic Area, who are "qualified investors" within the meaning of Article 2(e)
of the EU Prospectus Regulation, or (b) persons in the United Kingdom who are "qualified investors" within the
meaning of paragraph 15 of Schedule 1 to the POATR and (i) who are investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii)
who fall within Article 49(2)(a) to (d) of the Order, or (c) in the case of persons located in the United States,
persons who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the US
Securities Act of 1933, as amended), or (d) persons in South Africa: (i) who fall within one of the specified
categories listed in section 96(1)(a) of the South African Companies Act; or (ii) who are selected persons, acting
as principal, acquiring Placing Shares for a total contemplated acquisition cost of R1,000,000 or more, as
contemplated in section 96(1)(b) of the South African Companies Act, or (e) persons to whom it may otherwise
be lawfully communicated (all such persons in (a), (b), (c) (d) and (e) together being referred to as "Relevant
Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons.
Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
Morgan Stanley & Co. International plc is authorised by the Prudential Regulation Authority and regulated in the
United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. Peel Hunt LLP is
authorised and regulated in the United Kingdom by the Financial Conduct Authority. Investec Bank Limited is an
Authorised Financial Services Provider (11750), a Registered Credit Provider (NCRCP 9), an authorised Over the
Counter Derivatives Provider, and a member of the JSE . The Banks are acting for the Company in connection with
the Placing and no one else and will not be responsible to anyone other than the Company for providing the
protections afforded to their clients nor for providing advice to any other person in relation to the Placing and/or
any other matter referred to in this Announcement. As required by applicable securities laws, the licensing status
of the Banks in the Republic of South Africa is as follows: Morgan Stanley & Co. International plc holds an
exemption from the licensing requirement of the Financial Advisory and Intermediary Services Act 37 of 2002
("FAIS") and it is therefore not regulated in the Republic of South Africa.
This Announcement is being issued by and is the sole responsibility of the Company. No representation or
warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will
be accepted by the Banks nor any of their respective affiliates or agents (or any of their respective directors,
officers, employees or advisers or any person acting on their behalf) for the contents of the information contained
in this Announcement, or any other written or oral information made available to or publicly available to any
interested party or its advisers, or any other statement made or purported to be made by or on behalf of any
Bank or any of their respective Affiliates in connection with the Company, the Placing Shares or the Placing and
any responsibility therefor is expressly disclaimed. The Banks and each of their respective Affiliates accordingly
disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this Announcement and no representation or warranty,
express or implied, is made by any Bank or any of their respective affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
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.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to the Company and no one else in connection with
the Acquisition and Placing and will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Lazard & Co., Limited or for providing advice in relation to the Acquisition,
Placing or any other matters referred to in this document. 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 document, any statement contained herein or otherwise.
This Announcement contains certain forward-looking statements which includes all statements other than
statements of historical fact, including, without limitation, those regarding the Company's financial position,
business strategy, plans and objectives of management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors beyond the Company's control that
could cause the actual results, performance or achievements of the Company to be materially different from
future results, performance or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in the future. These forward-looking
statements speak only as at the date of this announcement. None of the Company, the Banks or their respective
affiliates undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such
information which may become apparent or to provide you with any additional information, other than any
requirements that the Company may have under applicable law or the Listing Rules of the London Stock Exchange
or Euronext Dublin, the Prospectus Regulations, the Prospectus Regulation Rules, the Disclosure Guidance and
Transparency Rules, the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) of Ireland, UK
MAR or EU MAR. To the fullest extent permissible by law, such persons disclaim all and any responsibility or
liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this
announcement. The information in this announcement is subject to change without notice. No statement in this
Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily match or exceed the historical or published
earnings of the Company.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation
to forward a copy of this Announcement should seek appropriate advice before taking any action.
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.
The most recent Annual Report of the Group (which includes a section entitled "Risks and Uncertainties" that
describes the risk factors that may affect the Group's business and financial performance) and other information
about the Group are available on the Hammerson website at www.hammerson.com. Neither the contents of the
Hammerson website nor any website accessible by hyperlinks on the Hammerson website is incorporated in, or
forms part of, this Announcement.
This Announcement does not constitute a recommendation to acquire any securities of the Company.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (i) (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II
Product Governance Requirements"); and (ii) the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK Product Governance Requirements" and together with the MiFID II Product Governance
Requirements, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II or the FCA Handbook Conduct of Business Sourcebook (as applicable); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II or the FCA Handbook Product
Intervention and Product Governance Sourcebook (as applicable) (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors (for the purposes of the Product Governance
Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part
of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of MiFID II or the FCA Conduct of Business Sourcebook; or (b) a
recommendation to any investor or group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
Hammerson has its primary listing on the London Stock Exchange and secondary inward listings on the
Johannesburg Stock Exchange and Euronext Dublin.
Sponsor: Investec Bank Limited
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Date: 30-07-2026 05:20:00
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