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Recommended all-share offer by Hammerson plc for Intu Properties plc

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.

THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW HAMMERSON SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT, THE PROSPECTUS AND THE CIRCULAR WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.

FOR IMMEDIATE RELEASE

This Announcement contains inside information.

6 December 2017

Recommended all-share offer by

Hammerson plc

for

Intu Properties plc

 

The Boards of Hammerson plc (“Hammerson”) and Intu Properties plc (“Intu”) are pleased to announce that they have reached agreement on the terms of a recommended all-share offer by Hammerson to acquire the entire issued and to be issued share capital of Intu (the “Acquisition” to form the “Enlarged Group”).

The Boards of Hammerson and Intu believe that there is a compelling strategic rationale for the Acquisition, which will bring together their high-quality retail property portfolios and their combined expertise to create a leading European retail REIT with a strong income profile and superior growth prospects.

Both Boards believe that following the Acquisition, the Enlarged Group will be better placed to enhance its position in its geographic markets and across its retail formats, with a more efficient and adaptable platform allowing it to respond to fast changing consumer preferences and retail trends.

Hammerson and Intu believe that the Acquisition will:

Create a £21 billion pan-European portfolio of high-quality retail and leisure destinations, with enhanced exposure to high-growth markets and which will benefit from evolving consumer trends;
Unlock growth and value creation opportunities for shareholders by bringing together Hammerson’s and Intu’s leading assets, which have strong fundamentals, under a superior combined operating platform;
Offer attractive growth prospects with exposure to two of Europe’s fastest growing economies of Ireland and Spain and additional sources of capital to forge ahead with ambitions to expand the Premium Outlets platform;
Provide the opportunity for significant rationalisation of the Enlarged Group’s property portfolio through an anticipated disposal programme of at least £2 billion. This will both strengthen its balance sheet and provide liquidity to reinvest in higher return opportunities;
Allow the Enlarged Group to draw on its combined consumer know-how and apply both companies’ expertise in events, customer service and digital to drive footfall, delivering highly productive space for retailers and attractive destinations for consumers;
Allow the Enlarged Group to benefit from the intu brand and Intu’s online experience;
Bring opportunities to deploy Hammerson’s strong track record in delivering successful developments across an enlarged pipeline; and
Provide opportunities to deliver synergy benefits through cost reductions and optimisation of the Enlarged Group’s financing arrangements.

The Enlarged Group will be led by David Atkins, CEO, and Timon Drakesmith, CFO, will be called “Hammerson plc”, and will harness the talent in both companies to optimise the benefits for shareholders of the Enlarged Group.

David Tyler, the Chairman of Hammerson, will be the Chairman of the Enlarged Group. John Whittaker, Deputy Chairman of Intu, will become Deputy Chairman of the Enlarged Group. John Strachan, Chairman of Intu, will join the Board of the Enlarged Group as Senior Independent Director. The Enlarged Group overall will have six directors nominated by Hammerson and four directors nominated by Intu.

Hammerson has received irrevocable undertakings or letters of intent from Intu Shareholders, including Peel and the Intu Directors, to vote in favour of the Scheme at the Court Meeting and the resolutions proposed at the Intu General Meeting in respect of 685,220,682 Intu Shares in aggregate, representing approximately 50.6 per cent. of Intu’s issued share capital at close of business on 5 December 2017 (being the last Business Day prior to the date of this Announcement).

Commenting on the Acquisition, David Tyler, Chairman of Hammerson, said:

“This transaction will deliver real value for shareholders. The financial strength of the Enlarged Group and its strong leadership team will make it well-placed to take advantage of higher growth opportunities on a pan-European scale.”

David Atkins, Chief Executive of Hammerson, said:

“This marks an exciting milestone in the history of Hammerson. Bringing together the high-quality portfolios of both companies establishes Hammerson as a larger, leading European retail REIT, enhances shareholder returns and supports opportunities for long-term growth. The acquisition creates a leading pan-European platform of desirable retail and leisure destinations which are better positioned to serve the needs of our retailers, excite our customers and support our partners and communities. I hold Intu’s high-quality centres in high regard and I look forward to working with a strengthened team to enhance the performance of our entire portfolio.”

John Strachan, Chairman of Intu and proposed Senior Independent Director of the Enlarged Group, said:

“A combination of both Intu and Hammerson will create a more resilient, diversified and stronger group that we believe will benefit all our stakeholders. Intu offers high-quality retail and leisure destinations in the UK and Spain, which when merged with Hammerson’s own top-quality assets in the UK, in France and in Ireland, present a highly attractive proposition for retailers and shoppers in Europe’s leading cities. I am proud of the financial and operational success that Intu’s management team has delivered and pleased to see that the intu brand will continue.”

Analyst and investor presentation

Hammerson will host a conference call and webcast for investors and analysts at 9:00 a.m. (UK time) today (6 December 2017) to discuss the Acquisition.

To participate in this conference call, please use the Access Code: 5333156 and the following dial in details:

Location Phone Number Location Phone Number
France +33 (0)1 76 77 22 57  United Kingdom  +44 (0)330 336 9411
Ireland +353 (0)1 2465621  United States  +1 720-543-0214
Netherlands +31 (0)20 703 8261

To access the webcast, please visit: https://edge.media-server.com/m6/p/3rwany96

Summary

Under the terms of the Acquisition, Intu Shareholders will receive:
for each Intu Share:                         0.475 New Hammerson Shares (the “Exchange Ratio”)
In arriving at the Exchange Ratio, Hammerson has taken into account a number of factors including the published net asset values of each company, the recent share price performance of the two companies, and the opportunity to combine two portfolios of high-quality retail properties with good prospects for stronger combined growth, and to deliver cost and financing synergies.
Based on the Closing Price of 534.5 pence per Hammerson Share on 5 December 2017 (being the last Business Day before the date of this Announcement), the terms of the Acquisition represent:
A value of approximately 253.9 pence per Intu Share, equivalent to £3.4 billion for the  entire issued and to be issued share capital of Intu;
A premium of approximately 27.6 per cent. to the Closing Price of 199 pence per Intu Share on 5 December 2017 (being the last Business Day before the date of this Announcement);
A premium of approximately 19.2 per cent. to the volume weighted average price of 213 pence per Intu Share for the three month period ended on 5 December 2017 (being the last Business Day before the date of this Announcement); and
A premium of approximately 9.4 per cent. to the volume weighted average price of 232 pence per Intu Share for the six month period ended on 5 December 2017 (being the last Business Day before the date of this Announcement).
The Acquisition will result in Hammerson Shareholders owning approximately 55 per cent. of the issued share capital of the Enlarged Group and Intu Shareholders owning approximately 45 per cent. of the issued share capital of the Enlarged Group (based on the fully diluted share capital of Hammerson and the fully diluted share capital of Intu).

The Enlarged Group

The Enlarged Group will draw on its broad expertise and harness the talent in both companies to optimise the benefits for shareholders.
David Tyler, Chairman of Hammerson, will become Chairman of the Board of the Enlarged Group;
John Whittaker, Deputy Chairman of Intu, will become Deputy Chairman of the Enlarged Group;
David Atkins, CEO of Hammerson, will become CEO and a director of the Enlarged Group;
Timon Drakesmith, CFO of Hammerson, will become CFO and a director of the Enlarged Group;
John Strachan, Chairman of Intu, will become Senior Independent Director of the Enlarged Group; and
the Board of the Enlarged Group will comprise six directors nominated by Hammerson and four directors nominated by Intu.
The Board of the Enlarged Group is expected to be in line with the UK Corporate Governance Code and to have an effective balance of experience and diversity to guide the company to respond effectively to external market dynamics.
The Enlarged Group will be called “Hammerson plc” and will continue to utilise the “intu” consumer brand within its shopping centre portfolio.
Peel, which together with Cheeseden is expected to hold approximately 15 per cent. of the issued share capital of the Enlarged Group at Completion, will enter into a Relationship Agreement with the Enlarged Group effective from Completion, pursuant to which Peel will provide certain undertakings in relation to supporting the Hammerson Board and maintaining its holding in the Enlarged Group.

Synergies and financial benefits 

The Hammerson Board expects pre-tax synergies for the Enlarged Group to reach a run-rate of approximately £25 million per annum by the end of the second year following Completion. It is envisaged that the realisation of these quantified cost synergies will result in one-off integration cash costs of approximately £40 million in aggregate.
The pre-tax cost synergies, which are expected to originate from the cost bases of both Hammerson and Intu, are to be derived from the rationalisation and streamlining of group and support functions, including executive management, IT and digital platforms, and savings from reduced premises costs and other corporate costs, such as professional services fees.
In addition to these quantified cost synergies, the Hammerson Directors believe that there are opportunities for further cost savings from operational efficiencies and refinancing.
Hammerson expects the Acquisition to be accretive to earnings in the first full financial year following Completion.
The Hammerson Directors believe that the Acquisition will support Hammerson’s positive like-for-like net rental income growth through an enhanced combined operating platform.
Hammerson anticipates that the dividend growth of the Enlarged Group will be at least in line with Hammerson’s historical dividend growth.
Further details on synergies are set out in the Quantified Financial Benefits Statement in Appendix 4 to this Announcement, together with the reports from PricewaterhouseCoopers LLP, Hammerson’s reporting accountants, and Deutsche Bank, J.P. Morgan Cazenove and Lazard, Hammerson’s financial advisers.

 Recommendations

The Intu Board, which has been so advised by Rothschild, BofA Merrill Lynch and UBS as to the financial terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable. In providing their advice to the Intu Board, Rothschild, BofA Merrill Lynch and UBS have taken into account the commercial assessments of the Intu Board. In addition, the Intu Board believes that the terms of the Acquisition are in the best interests of Intu Shareholders as a whole.
Accordingly, the Intu Board intends unanimously to recommend that Intu Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Intu General Meeting which are to be convened to approve the Acquisition, as the Intu Directors have irrevocably undertaken to do in respect of their own holdings of, in aggregate, 8,778,852 Intu Shares, representing approximately 0.6 per cent. of the issued ordinary share capital of Intu on 5 December 2017 (being the last Business Day before the date of this Announcement).
The Acquisition constitutes a Class 1 transaction for Hammerson for the purposes of the Listing Rules. Accordingly, the Acquisition will be conditional on the approval of the Hammerson Shareholders at the Hammerson General Meeting.
The Hammerson Board considers the Acquisition to be in the best interests of Hammerson Shareholders as a whole and intends unanimously to recommend that Hammerson Shareholders vote in favour of the Hammerson Resolutions to be proposed at the Hammerson General Meeting which is to be convened to approve the Acquisition, as the Hammerson Directors have irrevocably undertaken to do in respect of their own holdings of, in aggregate, 1,402,494 Hammerson Shares representing approximately 0.2 per cent. of the issued ordinary share capital of Hammerson on 5 December 2017 (being the last Business Day before the date of this Announcement).
The Hammerson Board has received financial advice from Deutsche Bank, J.P. Morgan Cazenove and Lazard in relation to the Acquisition. In providing their advice to the Hammerson Board, Deutsche Bank, J.P. Morgan Cazenove and Lazard have taken into account the commercial assessments of the Hammerson Board.

Shareholder support

Hammerson has received irrevocable undertakings from Peel, Cheeseden and Crescent in respect of 401,725,754 Intu Shares, and a letter of intent from Coronation in respect of 274,716,076 Intu Shares, to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Intu General Meeting. When taken together with the irrevocable undertakings provided by Intu’s Directors in respect of 8,778,852 Intu Shares, this represents total support in aggregate of 685,220,682 Intu Shares, representing 50.6 per cent. of Intu’s issued share capital as at 5 December 2017 (being the last Business Day before the date of this Announcement).
Hammerson has received irrevocable undertakings from Peel and Cheeseden in respect of 36,275,591 Hammerson Shares, and a letter of intent from Coronation in respect of 56,400,855 Hammerson Shares, to vote in favour of the resolutions to be proposed at the Hammerson General Meeting. When taken together with the irrevocable undertakings provided by Hammerson’s Directors in respect of 1,402,494 Hammerson Shares, this represents total support in aggregate of 94,078,940 Hammerson Shares, representing 11.9 per cent. of Hammerson’s issued share capital as at 5 December 2017 (being the last Business Day before the date of this Announcement).

General

It is intended that the Acquisition will be implemented by way of a scheme of arrangement under Part 26 of the Companies Act, further details of which are contained in the full text of this Announcement. Hammerson reserves the right to implement the Acquisition by way of a takeover offer, subject to the Panel’s consent and the terms of the Co-operation Agreement.
The Acquisition is subject to, inter alia, the satisfaction or waiver of the Conditions set out in Appendix 1 to this Announcement. The Acquisition is also subject to the further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document.
The Scheme Document will contain full details of the Acquisition and notices of the Court Meeting and Intu General Meeting, and will specify the action to be taken by Intu Shareholders. It is expected that the Scheme Document will be dispatched to Intu Shareholders (together with the Forms of Proxy) during or prior to April 2018.
It is expected that the Prospectus, containing information about the New Hammerson Shares, will be published at or around the same time as the Scheme Document is posted to Intu Shareholders. It is also expected that the Hammerson Circular, containing details of the Acquisition and notice of the Hammerson General Meeting, will be posted to Hammerson Shareholders at or around the same time as the Scheme Document is posted to Intu Shareholders, with the Hammerson General Meeting being held at or around the same time as the Intu General Meeting and the Court Meeting.
The Scheme is expected to become Effective in Q4 2018, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions set out in the Scheme Document.

This summary should be read in conjunction with, and is subject to, the full text of the following Announcement, including its Appendices. The Acquisition is subject to, inter alia, the satisfaction or waiver of the Conditions set out in Appendix 1 to this Announcement. The Acquisition is also subject to the further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to this Announcement contains the sources and bases of certain information contained in this summary and the following Announcement. Appendix 3 to this Announcement contains details of the irrevocable undertakings and letters of intent received by Hammerson and by Intu. Appendix 4 to this Announcement contains the Quantified Financial Benefits Statement, together with the reports from PricewaterhouseCoopers LLP, Hammerson’s reporting accountants, and Deutsche Bank, J.P. Morgan Cazenove and Lazard, Hammerson’s financial advisers, as required under Rule 28.1(a) of the Code. Each of PricewaterhouseCoopers LLP, Deutsche Bank, J.P. Morgan Cazenove and Lazard has given and not withdrawn its consent to the publication of its report in this Announcement in the form and context in which it is included. Appendix 5 to this Announcement contains the definitions of certain terms used in this summary and the following Announcement.

For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement contained in Appendix 4 to this Announcement is the responsibility of Hammerson and the Hammerson Directors. Any statement of intention, belief or expectation for the Enlarged Group following the Effective Date is an intention, belief or expectation of the Hammerson Directors and not of the Intu Directors.

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

Analyst and investor presentation

Hammerson will host a conference call and webcast for investors and analysts at 9:00 a.m. (UK time) today (6 December 2017) to discuss the Acquisition.

To participate in this conference call, please use the Access Code: 5333156 and the following dial in details:

Location Phone Number Location Phone Number
France +33 (0)1 76 77 22 57 United Kingdom +44 (0)330 336 9411
Ireland +353 (0)1 2465621 United States +1 720-543-0214
Netherlands +31 (0)20 703 8261

To access the webcast, please visit: https://edge.media-server.com/m6/p/3rwany96

 Enquiries:

Hammerson                                                                                                                                 +44 20 7887 1000

David Atkins, CEO

Timon Drakesmith, CFO

Rebecca Patton, Head of Investor Relations

Lindsay Dunford, 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

Max von Hurter

FTI Consulting (PR adviser to Hammerson)                                                                        +44 (0)20 7979 7400

John Waples                                                                                                                                 +44 7717 814 520

Dido Laurimore                                                                                                                           + 44 780 165 4424

Tom Gough                                                                                                                                   +44 7583 863 025

 Intu                                                                                                                                           +44 (0)20 7960 1200

David Fischel, CEO

Matthew Roberts, CFO

Adrian Croft, Head of Investor Relations

Amanda Campbell, Communications Director

 Rothschild (Lead Financial Adviser and Rule 3 Adviser to Intu)                                      +44 (0)20 7280 5000

Alex Midgen

Robert Waddingham

Sam Green

 BofA Merrill Lynch (Joint Financial Adviser, Corporate Broker and                               +44 (0) 20 7628 1000

Rule 3 Adviser to Intu)                                                   

Simon Mackenzie-Smith

Ed Peel

Geoff Iles

UBS (Joint Financial Adviser, Corporate Broker and Rule 3 Adviser to Intu)                 +44 (0)20 7568 0000

Hew Glyn Davies

Thomas Raynsford

Aadhar Patel

 Powerscourt (PR adviser to Intu)                                                                                         +44 (0)20 7250 1446

Victoria Palmer-Moore

Justin Griffiths

 Instinctif Partners (PR adviser to Intu)                                                                                  +27 (0)11 447 3030

Frédéric Cornet

 Herbert Smith Freehills LLP is acting as legal adviser to Hammerson. Linklaters LLP is acting as legal adviser to Intu.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for or otherwise acquire or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This Announcement does not constitute a prospectus or a prospectus equivalent document.

The Acquisition will be made solely pursuant to the terms of the Scheme Document, which, together with the forms of proxy, will contain the full terms and conditions of the Scheme, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition by Intu Shareholders should be made only on the basis of the information contained in the Scheme Document.

This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA and the UK Listing Authority.

Intu will prepare the Scheme Document to be distributed to the Intu Shareholders and Hammerson will prepare the Hammerson Circular to be distributed to Hammerson Shareholders and will also publish the Hammerson Prospectus containing information about the New Hammerson Shares. Hammerson urges Intu Shareholders to read the Scheme Document and the Hammerson Prospectus carefully when they become available because they will contain important information in relation to the Acquisition and the New Hammerson Shares. Hammerson urges Hammerson Shareholders to read the Hammerson Circular carefully when it becomes available because it will contain important information in relation to the Acquisition and the New Hammerson Shares. Any vote in respect of the resolutions to be proposed at the Court Meeting, the Intu General Meeting or the Hammerson General Meeting to approve the Acquisition and related matters, should be made only on the basis of the information contained in the Scheme Document, the Hammerson Prospectus and, in the case of Hammerson Shareholders, the Hammerson Circular.

Please be aware that addresses, electronic addresses and certain other information provided by Intu Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Intu may be provided to Hammerson during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

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.

N.M. Rothschild & Sons Limited (“Rothschild”), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Intu and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Intu for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

BofA Merrill Lynch, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Intu and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Intu for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as corporate broker and financial adviser to Intu and no one else in connection with the Offer. In connection with such matters, UBS Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Overseas jurisdictions

The availability of the New Hammerson Shares in, and the release, publication or distribution of this Announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Intu Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed 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.

Notes to US investors in Intu

Shareholders in the United States should note that the Acquisition relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, the law of England and Wales. Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, (the “US Exchange Act”) will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. However, if Hammerson were to elect to implement the Acquisition by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Hammerson and no one else. In addition to any such takeover offer, Hammerson, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Intu outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the UK Listing Authority and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Financial information included in this Announcement and the Scheme Document and the Prospectus has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Intu and Hammerson are each organised under the laws of England and Wales. All of the officers and directors of Intu and Hammerson are residents of countries other than the United States. It may not be possible to sue Intu and Hammerson in a non-US court for violations of US securities laws. It may be difficult to compel Intu, Hammerson and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

 Notes regarding New Hammerson Shares

The New Hammerson Shares to be issued pursuant to the Scheme have not been and will not be registered under the US Securities Act of 1933 (as amended) (the “US Securities Act”) or under the relevant securities laws of any state or territory or other jurisdiction of the United States or the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New Hammerson Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, the New Hammerson Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).

It is expected that the New Hammerson Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.

 Rule 2.9 information

In accordance with Rule 2.9 of the Code, Hammerson confirms that, as at close of business on 5 December 2017, being the last Business Day before the date of this Announcement, it has 793,226,418 ordinary shares of £0.25 each in issue and admitted to trading on the London Stock Exchange. Hammerson currently holds no ordinary shares in treasury.

In accordance with Rule 2.9 of the Code, Intu confirms that, as at close of business on 5 December 2017, being the last Business Day before the date of this Announcement, it has 1,355,040,243 ordinary shares of £0.50 each in issue and admitted to trading on the London Stock Exchange. Intu currently holds no ordinary shares in treasury. In addition, Intu has: (i) £160,400,000 Intu Convertible Bonds due 2018 listed on the London Stock Exchange (Professional Securities Market); and (ii) £375,000,000 Intu Convertible Bonds due 2022 listed on the International Stock Exchange and Open Market of the Frankfurt Stock Exchange. The Intu Convertible Bonds due 2018 and the Intu Convertible Bonds due 2022 are each convertible into fully paid ordinary shares of 50 pence each in the capital of Intu. The International Securities Identification Number for the Intu Convertible Bonds due 2018 is XS0834486796 and the International Securities Identification Number for the Intu Convertible Bonds due 2022 is XS1511910025.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the Announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Forward-looking statements

This Announcement contains certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Hammerson and Intu. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. These statements are based on assumptions and assessments made by Intu, and/or Hammerson, in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Intu nor Hammerson assumes any obligation to update or correct the information contained in this section of the website (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No Profit Forecasts or Estimates

No statement in this Announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Hammerson, Intu or the Enlarged Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Hammerson, Intu or the Enlarged Group as appropriate.

Quantified Financial Benefits Statement

The statements in the Quantified Financial Benefits Statement relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies and which may in some cases be subject to consultation with employees or their representatives. The synergies and cost savings referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of Hammerson and the Hammerson Directors.

Publication of this Announcement

A copy of this Announcement will be available on Hammerson’s website at www.hammerson.com/investors and Intu’s website at www.intugroup.co.uk by no later than 12 noon (London time) on 7 December 2017 (being the first Business Day following the day of this Announcement).

The contents of Hammerson’s website and Intu’s website are not incorporated into and do not form part of this Announcement.

Hammerson Shareholders may request a hard copy of this Announcement by contacting Link Asset Services during business hours on +44 (0) 20 3367 8200 (or, in the case of shareholders resident in South Africa, Computershare Investor Services on +27 (0) 86 110 0950) or by submitting a request in writing to Link Asset Services at 6th Floor, 65 Gresham Street, London EC2V 7NQ (or, in the case of shareholders resident in South Africa, Computershare Investor Services at PO Box 61051, Marshalltown, 2107,  South Africa). If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. Hammerson Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Intu Shareholders may request a hard copy of this Announcement by contacting Link Asset Services during business hours on +44 (0) 371 664 0300 (or, in the case of shareholders resident in South Africa, Terbium Financial Services on +27 (0) 86 010 4191) or by submitting a request in writing to Link Asset Services at 6th Floor, 65 Gresham Street, London EC2V 7NQ (or, in the case of shareholders resident in South Africa, Terbium Financial Services at PO Box 61272, Marshalltown, 2107, South Africa). If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. Intu Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

International Securities Identification Number and Legal Entity Identifier (“LEI”)

The International Securities Identification Number for Hammerson’s ordinary shares is GB0004065016 and Hammerson’s LEI number is 213800G1C9KKVVDN1A60.

The International Securities Identification Number for Intu’s ordinary shares is GB0006834344 and Intu’s LEI number is 213800JSNTERD5CJZO95.

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The information contained on this Microsite is designated for the publication of documents and information in connection with the possible Acquisition by Hammerson of Intu Properties plc ("Intu") to be effected by way of a court-sanctioned scheme of arrangement of Intu under Part 26 of the Companies Act 2006 (the "Acquisition"). The information within this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities, or the solicitation of any vote or approval, pursuant to the possible transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
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The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Hammerson nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. Hammerson reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
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Forward-looking statements
This Microsite may contain certain forward-looking statements with respect to the Acquisition and the financial condition, results of operations and business of, Hammerson or Intu. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words “believe,” “expect,” "intend", "estimate", “anticipate,” “project”, "will", "may", "should", and similar expressions, among others, generally identify forward-looking statements.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that necessary regulatory approvals will not be obtained or any of the other conditions to any offer will not be satisfied, adverse effects on the market price of Hammerson's or Intu's shares and on Hammerson’s or Intu's operating results because of a failure to complete any offer, negative effects relating to announcements of any offer or the completion of any offer on the market price of Hammerson shares or Intu shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments.
These forward-looking statements are based on numerous assumptions and assessments made in light of Hammerson's or, as the case may be, Intu's experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause Hammerson’s plans with respect to Intu, Intu's or Hammerson's actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Hammerson expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.
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