Hammerson PLC
30 July 2026
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF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 WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT INTENDED TO BE INVESTMENT ADVICE.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF HAMMERSON PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR").
LEI: 213800G1C9KKVVDN1A60
30 July 2026
Hammerson plc
("Hammerson" or the "Company")
Retail Offer
· Hammerson announces a conditional retail offer of new ordinary shares in the United Kingdom via RetailBook;
· The issue price for the new ordinary shares will be determined at the close of the bookbuilding process;
· Investors in the United Kingdom can take part through RetailBook's partner network of retail brokers, wealth managers and investment platforms, (subject to such partners' participation);
· Applications for new ordinary shares through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts ("GIAs");
· The Retail Offer is available to both existing shareholders and new investors, only in the United Kingdom;
· There is a minimum subscription of £250 per investor in the Retail Offer;
· No commission will be charged by RetailBook on applications to the Retail Offer;
· UK Investors that wish to receive alerts for future RetailBook transactions should sign up here: https://www.retailbook.com/investors; and
· More information on RetailBook's partner network, how investors can participate in the Retail Offer and the expected timing of the Retail Offer can be found here: https://app.retailbook.com/offers/hammerson-plc.
The Retail Offer
Hammerson (LSE: HMSO), a UK-listed real estate investment trust that owns and manages retail-led city-centre destinations in the UK, Ireland and France, is pleased to announce a conditional retail offer of new ordinary shares in the capital of the Company ("Retail Offer Shares") via RetailBook only in the United Kingdom (the "Retail Offer"). As separately announced by the Company earlier today (the "Placing Announcement"), the Company is also conducting a non-pre-emptive placing of new ordinary shares to institutional investors (the "Placing Shares"), comprising UK Placing Shares and SA Placing Shares (as defined in the Placing Announcement by way of an accelerated bookbuilding process (the "Placing") and certain directors of the Company, including the Chief Executive Officer and Chief Financial Officer, have agreed, conditional on the Placing, to subscribe for new ordinary shares (the "Subscription Shares"), in each case at the Placing Price (the "Subscription", together with the Placing and Retail Offer, the "Equity Issue") as announced by the Company earlier today. For the avoidance of doubt, the Retail Offer is not part of the Placing or the Subscription.
Hammerson has separately completed an acquisition to acquire a 50% interest in Manchester Arndale (the "Acquisition") from Palma Arndale BidCo Limited for a headline price of £218 million.
The issue price of the new ordinary shares to be issued pursuant to the Retail Offer will be equal to the issue price for the Placing Shares (and the Subscription Shares) and will be determined following the close of the bookbuilding process (the "Issue Price").
The Retail Offer is conditional on the UK Placing Shares to be issued pursuant to the Placing being admitted to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). Admission is expected to take place at 8:00 a.m. (London time) on 4 August 2026 (or such later time and/or date as the Banks (as defined in the Placing Announcement) may agree with the Company).
As set out in the Placing Announcement, approval to inward list all of the Placing Shares, Retail Offer Shares and Subscription Shares on the Main Board of the securities exchange operated by the JSE Limited (the "JSE") from the Financial Surveillance Department of the South African Reserve Bank ("SARB Approval") has not yet been obtained. The application for SARB Approval was submitted on 19 June 2026 by Investec in its capacity as the Company's Authorised Dealer. SARB Approval is at the discretion of the Financial Surveillance Department of the South African Reserve Bank and it is expected that confirmation as to whether SARB Approval has been obtained will be known no later than the end of August. Accordingly, transfers of the Company's ordinary shares, and, following First Admission (as defined in the Placing Announcement), transfers of any UK Placing Shares, Retail Offer Shares and Subscription Shares between the London Stock Exchange and the Johannesburg Stock Exchange will be suspended from today until Second Admission (as defined in the Placing Announcement).
Subject to receipt of SARB Approval, applications will be made for the Retail Offer Shares to be admitted to listing and trading as a secondary inward listing on the Main Board of the JSE. Further announcements will be made by the Company at the appropriate time, as and when required.
The Retail Offer will not be completed without the Placing also being completed.
The Company will use the net proceeds of the Equity Issue to part fund the consideration for the Acquisition.
Reason for the Retail Offer
The Company values its retail shareholder base and believes that it is in the best interests of shareholders as well as wider stakeholders, to provide retail and other interested investors the opportunity to participate in the Retail Offer in line with the Pre-Emption Group guidelines.
The Retail Offer is only open to eligible investors resident and physically located in the United Kingdom following release of this announcement. The Retail Offer is expected to close at the same time as the Placing and may close earlier at the discretion of the Company or if it is oversubscribed.
Investors can participate through RetailBook's partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. More information on RetailBook's partner network can be found here: https://app.retailbook.com/offers/hammerson-plc.
Applications for Retail Offer Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process and any relevant fees or charges.
The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing ordinary shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
Brokers wishing to offer their customers access to the Retail Offer and future RetailBook transactions, should contact partners@retailbook.com. UK Investors that wish to receive alerts for future RetailBook transactions should sign up here: https://www.retailbook.com/investors.
Eligibility for the Retail Offer
The Retail Offer is only available to eligible new investors and existing shareholders of the Company resident and physically located in the United Kingdom. To be eligible to participate in the Retail Offer, applicants must be a customer of a participating partner.
Eligible investors wishing to subscribe for Retail Offer Shares should contact their investment platform, retail broker or wealth manager to confirm if they are participating in the Retail Offer.
Some partners may only accept applications from existing shareholders and/or existing customers.
There is a minimum subscription of £250 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges. Note, no commission will be charged to investors by RetailBook in connection with the Retail Offer.
The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
Investors should also note that the Retail Offer will remain open alongside a live share price and the market price of the Retail Offer Shares may be less than the Issue Price.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares and any investment in the Company carry a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of your investment in the Company and any income from it is not guaranteed and can go down as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than the amount originally invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
The person responsible for making this Announcement on behalf of the Company 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.
Enquiries
|
Hammerson plc Josh Warren |
+44 (0) 20 7887 1053 |
|
RetailBook Limited Nick Smith / James Deal |
|
|
MHP for Hammerson Oliver Hughes / Ollie Hoare / Charles Hirst |
+44 (0) 20 3128 8100 |
Further information on the Company can be found on its website at www.hammerson.com.
Important Notices
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Retail Book Limited ("RetailBook") solely for the purposes of section 21(2)(b) of FSMA.
The Retail Offer is offered in the United Kingdom under an exemption from the requirement to publish a prospectus contained in Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the "POATR"). As such, there is no need for publication of a prospectus pursuant to the FCA Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook (the "PRM"), or for approval of the same by the FCA. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the FCA Disclosure Guidance and Transparency Rules and UK MAR.
This announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, except pursuant to a registration or an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. No public offering of securities is being made in the United States.
The Retail Offer Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and pursuant to, Regulation S under the US Securities Act. No U.S. persons (as defined in Regulation S under the US Securities Act) may participate in the Retail Offer.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into Australia, Canada, Japan or any other jurisdiction where, or to any other person to whom, to do so might constitute a violation or breach of any applicable law or regulation.
This announcement does not constitute an offer to sell or issue, and is not a solicitation of an offer to buy or subscribe for, Retail Offer Shares in Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction and no investors in these jurisdictions may participate in the Retail Offer.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
RetailBook is a proprietary technology platform owned and operated by Retail Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG). Retail Book Limited is authorised and regulated in the United Kingdom by the FCA (FRN 994238).
The value of ordinary shares and any income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and RetailBook expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the FCA, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of RetailBook or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company and RetailBook and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to listing or trading on any stock exchange other than: (i) to listing in the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc; (ii) to listing on the Official List of The Irish Stock Exchange plc, trading as Euronext Dublin and to trading on the main market for listed securities of Euronext Dublin; and (iii) subject to SARB Approval, to listing and trading as a secondary inward listing on the Main Board of the securities exchange operated by the JSE Limited.
No other documents or materials are incorporated into, or form part of this financial promotion and RetailBook has not carried out any verification or due diligence in respect of any such other documents.
END
The announcement above has also been released on the SENS system of the Johannesburg Stock Exchange and on Euronext Dublin.
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