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

Release Date: 13/09/2019 13:30
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
                                                                                                  11 September 2019
reachedvi:

6. Date on which issuer notified (DD/MM/YYYY):                                                    13 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)


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


 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)
                                                      Below minimum                                         Below minimum
   GB0004065016
                                                         threshold                                             threshold




 SUBTOTAL 8. A                      Below minimum threshold                              Below minimum threshold



 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.




                                              SUBTOTAL 8. B 1



 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




                                                                     SUBTOTAL
                                                                       8.B.2


                                                                                                                           
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
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.
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

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                                                         13 September 2019

For further information contact:

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

13 September 2019

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

Sponsor:
Investec Bank Limited


                                                                                        
Notes
iPlease note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC)
as for instance the applicable thresholds or information regarding capital holdings.
iiFull name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and
accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK
issuer.
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.
ixIn 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.




                                                                                                                         

Date: 13/09/2019 01:30:00
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