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HAMMERSON PLC - TR-1: Standard form for notification of major holdings

Release Date: 10/09/2019 16:47
Code(s): HMN     PDF:  
 
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TR-1: Standard form for notification of major holdings

Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE share code: HMSO JSE share code: HMN
ISIN: GB0004065016
(“Hammerson” or “the Company”)

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word
format if possible)i

1a. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are                                    Hammerson Plc
attachedii:
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

An acquisition or disposal of financial instruments                                                                   X

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligationiv
Name                                                                                        JPMorgan Chase & Co.
City and country of registered office (if applicable)                                   Wilmington, Delaware, USA

4. Full name of shareholder(s) (if different from 3.)v
                                                                                       J.P. Morgan Securities plc
                                                                                      J.P. Morgan Securities LLC
Name
                                                                 J.P. Morgan Equities South Africa Proprietary Ltd
                                                                      JPMorgan Chase Bank, National Association
City and country of registered office (if applicable)                                      London, United Kingdom

5. Date on which the threshold was crossed or
                                                                                                  06 September 2019
reachedvi:

6. Date on which issuer notified (DD/MM/YYYY):                                                    10 September 2019

7. Total positions of person(s) subject to the notification obligation
                                                     % of voting rights
                             % of voting rights                                                    Total number of
                                                    through financial in-    Total of both in %
                             attached to shares                                                    voting rights of
                                                         struments              (8.A + 8.B)
                                (total of 8. A)                                                    issuervii
                                                  (total of 8.B 1 + 8.B 2)


                                                                                                                 1
Resulting situation
on the date on which
threshold was
                                0.51%                      4.50%                        5.01%               766,293,613
crossed or reached
Position of previous
                           Below minimum            Below minimum                 Below minimum
notification (if
applicable)                   threshold                threshold                     threshold


 8. Notified details of the resulting situation on the date on which the threshold was crossed or
 reachedviii
 A: Voting rights attached to shares
 Class/type of             Number of voting rightsix                          % of voting rights
 shares
 ISIN code (if possible)          Direct                 Indirect                      Direct                   Indirect
                              (Art 9 of Directive    (Art 10 of Directive          (Art 9 of Directive      (Art 10 of Directive
                           2004/109/EC) (DTR5.1)       2004/109/EC)             2004/109/EC) (DTR5.1)         2004/109/EC)
                                                         (DTR5.2.1)                                             (DTR5.2.1)

   GB0004065016                                         3,878,564                                                0.51%




 SUBTOTAL 8. A                              3,878,564                                               0.51%



 B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
                                                                            Number of voting rights
 Type of financial         Expiration       Exercise/                       that may be acquired if
                                                                                                         % of voting rights
 instrument                datex            Conversion Periodxi             the instrument is
                                                                            exercised/converted.
    Right to Recall            N/A                   N/A                             1,127                       0.00%
  Physically Settled
                           15/06/2020       Call: 7.864, Put: 5.243                 600,000                     0.078%
  Call or Put Option*
  Physically Settled
                           22/06/2020       Call: 7.864, Put: 5.243                 600,000                     0.078%
  Call or Put Option*
  Physically Settled
                           29/06/2020       Call: 7.864, Put: 5.243                 600,000                     0.078%
  Call or Put Option*
  Physically Settled
                           06/07/2020       Call: 7.864, Put: 5.243                 600,000                     0.078%
  Call or Put Option*
  Physically Settled
                           13/07/2020       Call: 7.864, Put: 5.243                 600,000                     0.078%
  Call or Put Option*
  Physically Settled
                           20/07/2020       Call: 7.864, Put: 5.243                 600,000                     0.078%
  Call or Put Option*
  Physically Settled
                           27/07/2020       Call: 7.864, Put: 5.243                 600,000                     0.078%
  Call or Put Option*
  Physically Settled
                           03/08/2020       Call: 7.864, Put: 5.243                 600,000                     0.078%
  Call or Put Option*
  Physically Settled
                           10/08/2020       Call: 7.864, Put: 5.243                 600,000                     0.078%
  Call or Put Option*
  Physically Settled
                           17/08/2020       Call: 7.864, Put: 5.243                 600,000                     0.078%
  Call or Put Option*


                                                                                                                          2
Physically Settled
                      24/08/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      28/08/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      07/09/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      14/09/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      21/09/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      28/09/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      05/10/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      12/10/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      19/10/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      26/10/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      02/11/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      09/11/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      16/11/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      23/11/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      30/11/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      07/12/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      14/12/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      21/12/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      29/12/2020   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      04/01/2021   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      11/01/2021   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      18/01/2021   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      25/01/2021   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      01/02/2021   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
Physically Settled
                      08/02/2021   Call: 7.864, Put: 5.243    600,000     0.078%
Call or Put Option*
                                   SUBTOTAL 8. B 1           21,001,127   2.74%




                                                                               3
     * Please note that either a call or a put option (but not both) can be exercised upon maturity,
     depending on the share price of Hammerson Plc.

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive
2004/109/EC (DTR5.3.1.1 (b))
                                       Exercise/
Type of financial    Expiration                       Physical or cash     Number of
                                      Conversion                                           % of voting rights
  instrument           datex                            settlementxii     voting rights
                                       Period xi
 Cash-settled
                    03/03/2020        03/03/2020            Cash             81,026              0.01%
 Equity Swap
 Cash-settled
                    02/04/2020        02/04/2020            Cash             13,018              0.00%
 Equity Swap
 Cash-settled
                    14/04/2020        14/04/2020            Cash             57,337              0.01%
 Equity Swap
 Cash-settled
                    30/04/2020        30/04/2020            Cash            2,392,193            0.31%
 Equity Swap
 Cash-settled
                    05/05/2020        05/05/2020            Cash             235,776             0.03%
 Equity Swap
 Cash-settled
                    06/05/2020        06/05/2020            Cash             485,766             0.06%
 Equity Swap
 Cash-settled
                    12/05/2020        12/05/2020            Cash             230,901             0.03%
 Equity Swap
 Cash-settled
                    02/06/2020        02/06/2020            Cash             108,597             0.01%
 Equity Swap
 Cash-settled
                    17/06/2020        17/06/2020            Cash              1,097              0.00%
 Equity Swap
 Cash-settled
                    18/06/2020        18/06/2020            Cash             17,699              0.00%
 Equity Swap
 Cash-settled
                    29/06/2020        29/06/2020            Cash            3,513,205            0.46%
 Equity Swap
 Cash-settled
                    02/07/2020        02/07/2020            Cash             498,657             0.07%
 Equity Swap
 Cash-settled
                    14/08/2020        14/08/2020            Cash            1,075,401            0.14%
 Equity Swap
 Cash-settled
                    26/08/2020        26/08/2020            Cash             991,542             0.13%
 Equity Swap
 Cash-settled
                    09/09/2020        09/09/2020            Cash            1,709,306            0.22%
 Equity Swap
 Cash-settled
                    30/09/2020        30/09/2020            Cash             193,412             0.03%
 Equity Swap
 Cash-settled
                    01/10/2020        01/10/2020            Cash             125,687             0.02%
 Equity Swap
 Cash-settled
                    02/10/2020        02/10/2020            Cash             270,517             0.04%
 Equity Swap
 Cash-settled
                    06/10/2020        06/10/2020            Cash             31,844              0.00%
 Equity Swap
 Cash-settled
                    07/10/2020        07/10/2020            Cash             10,668              0.00%
 Equity Swap
 Cash-settled
                    10/03/2021        10/03/2021            Cash              2,537              0.00%
 Equity Swap
 Cash-settled
                    08/07/2022        08/07/2022            Cash             567,928             0.07%
 Equity Swap
 Cash-settled
                    08/02/2023        08/02/2023            Cash             891,220             0.12%
 Equity Swap

                                                                                                       4
                                                                    SUBTOTAL
                                                                      8.B.2
                                                                                        13,505,334               1.76%



9. Information in relation to the person subject to the notification obligation (please mark the
applicable box with an “X”)
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not
control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv       X
(please add additional rows as necessary)
                                                                    % of voting rights
                                 % of voting rights if it                                            Total of both if it
                                                                  through financial in-
                                  equals or is higher                                               equals or is higher
          Namexv                                                  struments if it equals
                                  than the notifiable                                               than the notifiable
                                                                  or is higher than the
                                       threshold                                                        threshold
                                                                   notifiable threshold
JPMorgan Chase & Co.
JPMorgan Chase Bank,
National Association
J.P. Morgan Internation-
al Finance Limited
J.P. Morgan Capital
Holdings Limited
J.P. Morgan Securities
                                                                            4.50%                           4.50%
plc


JPMorgan Chase & Co.
JPMorgan Chase Bank,
National Association


JPMorgan Chase & Co.
JPMorgan Chase Bank,
National Association
J.P. Morgan Internation-
al Finance Limited
J.P. Morgan EU Capital
Holdings Limited
J.P. Morgan EU Hold-
ings Limited
J.P. Morgan Equities
South Africa Proprietary
Limited


JPMorgan Chase & Co.
JPMorgan Chase Hold-
ings LLC
J.P. Morgan Broker-
Dealer Holdings Inc.

                                                                                                                       5
J.P. Morgan Securities
LLC
10. In case of proxy voting, please identify:
Name of the proxy holder                                                                    N/A

The number and % of voting rights held                                                      N/A

The date until which the voting rights will be held                                         N/A



11. Additional informationxvi

Table 8A) Includes stock borrows of 48,000 (0.01%)

Chain of controlled undertakings:

JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association (100%)
J.P. Morgan International Finance Limited (100%)
J.P. Morgan Capital Holdings Limited (100%)
J.P. Morgan Securities plc (100%)

JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association (100%)

JPMorgan Chase & Co. (100%)
JPMorgan Chase Holdings LLC (100%)
J.P. Morgan Broker-Dealer Holdings Inc. (100%)
J.P. Morgan Securities LLC (100%)

JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association (100%)
J.P. Morgan International Finance Limited (100%)
J.P. Morgan EU Capital Holdings Limited (100%)
J.P. Morgan EU Holdings Limited (100%)
J.P. Morgan Equities South Africa Proprietary Limited (100%)

 Place of completion                                                   London, United Kingdom

 Date of completion                                                         10 September 2019


For further information contact:

Julia Crane
Deputy Company Secretary
Tel: +44 (0)20 7887 1000

10 September 2019
      Hammerson has its primary listing on the London Stock Exchange and a secondary
      inward listing on the Johannesburg Stock Exchange.

                                                                                        6
Sponsor:
Investec Bank Limited
iii
  Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding
(e.g. expiring of financial instruments) or acting in concert.
iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or
exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC;
(c) all parties to the agreement referred to in Article 10 (a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the holder of
financial instruments referred to in Article 13(1) of Directive 2004/109/EC (DTR5.3.1).

As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total
positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide
for a specific method how to notify cases of acting in concert.

In relation to the transactions referred to in points (b) to (h) of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to
(h)), the following list is provided as indication of the persons who should be mentioned:

       - in the circumstances foreseen in letter (b) of Article 10 of that Directive (DTR5.2.1 (b)), the natural person or le-
       gal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural
       person or legal entity who is transferring temporarily for consideration the voting rights;

       - in the circumstances foreseen in letter (c) of Article 10 of that Directive (DTR5.2.1 (c)), the natural person or le-
       gal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention
       of exercising them, and natural person or legal entity lodging the collateral under these conditions;

       - in the circumstances foreseen in letter (d) of Article 10 of that Directive (DTR5.2.1 (d)), the natural person or le-
       gal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached
       to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is
       created;

       - in the circumstances foreseen in letter (e) of Article 10 of that Directive (DTR5.2.1 (e)), the controlling natural
       person or legal entity and, provided it has a notification duty at an individual level under Article 9 (DTR 5.1), un-
       der letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a combination of any of those sit-
       uations, the controlled undertaking;

       - in the circumstances foreseen in letter (f) of Article 10 of that Directive (DTR5.2.1 (f)), the deposit taker of the
       shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the
       depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;

       - in the circumstances foreseen in letter (g) of Article 10 of that Directive (DTR5.2.1 (g)), the natural person or le-
       gal entity that controls the voting rights;

       - in the circumstances foreseen in letter (h) of Article 10 of that Directive (DTR5.2.1 (h)), the proxy holder, if he
       can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder
       allowing the latter to exercise the voting rights at his discretion (e.g. management companies).
vApplicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should
be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10
of that Directive (DTR5.2) unless the percentage of voting rights held by the shareholder is lower than the lowest
notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification
of funds managed by management companies).
viThe date on which threshold is crossed or reached should be the date on which the acquisition or disposal took
place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate
event took effect.
vii
  The total number of voting rights shall be composed of all the shares, including depository receipts representing
shares, to which voting rights are attached even if the exercise thereof is suspended.
viii
   If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it
might not be necessary in accordance with national law to disclose the extent of the holding, only that the new holding
is below that threshold.
                                                                                                                             7
ix
  In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect hold-
ing", please split the voting rights number and percentage into the direct and indirect columns – if there is no com-
bined holdings, please leave the relevant box blank.
x    Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.
xiIf the financial instrument has such a period – please specify this period – for example once every 3 months starting
from date.
xii
  In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-
adjusted basis (Article 13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).
xiii
   If the person subject to the notification obligation is either controlled and/or does control another undertaking then
the second option applies.
xiv
  The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be
presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary
undertaking discloses the notification as only thus the markets get always the full picture of the group holdings. In
case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains
have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free
row, A, E, F etc.).
xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively
held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable
threshold themselves.
xvi    Example: Correction of a previous notification.




                                                                                                                         8

Date: 10/09/2019 04:47:00
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