Klépierre confirms that on 8 March 2018, Klépierre made a proposal on a non-adversarial basis to the Board of Hammerson with the intention of engaging in a constructive dialogue regarding a possible offer to acquire the issued and to be issued share capital of Hammerson on a standalone basis at a value of 615 pence per Hammerson ordinary share (the “Proposal”).
The Proposal represents a premium of approximately 40.7% to the closing price of 437.10 pence per Hammerson ordinary share on 16 March 2018, and the consideration would comprise a combination of cash and shares in Klépierre.
The Board of Hammerson rejected the Proposal in less than 24 hours on 9 March 2018.
The Proposal does not constitute an offer or impose any obligation on Klépierre to make an offer, nor does it evidence a firm intention to make an offer within the meaning of the Code. Accordingly, there can be no certainty that any offer will be made.
A further announcement will be made if and when appropriate.
Rule 2.6(a) of the Code requires that Klépierre, by not later than 5.00 p.m. on 16 April 2018, either announces a firm intention to make an offer for Hammerson in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
This announcement is being made without the approval of Hammerson.
Klépierre reserves the following rights:
To reduce the offer consideration by the amount of any dividend or other distribution or return of capital which is paid or becomes payable by Hammerson after the date of this announcement, other than the 2017 final dividend of 14.8 pence per Hammerson ordinary share payable on 26 April 2018 to Hammerson shareholders on the register at the close of business on 16 March 2018;
To introduce other forms of consideration and / or to vary the composition of the consideration?
To implement the transaction through or together with a subsidiary of Klépierre or a company which will become a subsidiary of Klépierre? and
To make an offer for Hammerson at any time on less favourable terms:
– with the agreement or recommendation of the Board of Hammerson? or
– if a third party announces a firm intention to make an offer for Hammerson on less favourable terms.