National Storage Mechanism | Additional information

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM (THE "ANNOUNCEMENT"), IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

LEI: 213800G1C9KKVVDN1A60

For immediate release

31 July 2025

HAMMERSON PLC ("HAMMERSON", THE "COMPANY", THE "GROUP")

RESULTS OF PLACING

Hammerson announces the successful pricing of the non-pre-emptive placing of new ordinary shares of 5 pence each in the capital of the Company (the "Ordinary Shares") announced on 31 July 2025 (the "Placing").

Rita-Rose Gagné, Chief Executive Officer of Hammerson, said: "We are delighted with the really positive response and outcome of this important equity placing for Hammerson aligned with our acquisition of the remaining 50% stake in Bullring and Grand Central. This further enhances income and earnings as we continue to grow, with many opportunities for further value creation. We would like to thank all existing and new shareholders for their support."

A total of 48,253,994 new Ordinary Shares in the capital of the Company (the "Placing Shares") have been placed by Morgan Stanley & Co. International plc ("Morgan Stanley"), Investec Bank Limited ("Investec"), and Peel Hunt LLP ("Peel Hunt", and together with Morgan Stanley and Investec, the "Joint Bookrunners" or the "Banks") at a price of 287 pence per Placing Share (the "Placing Price") equivalent to ZAR 68.80 per Placing Share based on the exchange rate at the time the Placing Price was set.

The Placing Price of 287 pence represents a discount of 2.5 per cent. to the closing price on 30 July 2025, which was 294.4 pence. In respect of the Placing Shares, the Banks and the Company have agreed to place (i) 32,080,390 UK Placing Shares (as defined below) to placees who are not South African Qualifying Investors (as defined below); and (ii) 16,173,604 SA Placing Shares (as defined below) to placees who are South African Qualifying Investors. The Placing Shares represent approximately 9.9 per cent. of the existing issued ordinary share capital of Hammerson prior to the Placing.

Hammerson consulted with a number of its major shareholders prior to the Placing and has respected the principles of pre-emption through the allocation process.

Due to the accelerated nature of the Acquisition, approval to inward list all of the Placing Shares from the Financial Surveillance Department of the South African Reserve Bank ("SARB Approval") has not yet been obtained. The application for SARB Approval was submitted on 29 July 2025 by the Authorised Dealer. SARB Approval is at the discretion of the Financial Surveillance Department of the South African Reserve Bank and it is expected that confirmation as to whether SARB Approval has been obtained will be known no later than the end of August. Accordingly, transfers of the Company's ordinary shares have been suspended from today until Second Admission, and, following First Admission, transfers of any UK Placing Shares, between the London Stock Exchange and the Johannesburg Stock Exchange will be suspended from today until Second Admission.

Applications will be made for those Placing Shares, if any, other than the SA Placing Shares, as may be, if agreed between the Banks and the Company, specified in the executed Terms of Placing (the "UK Placing Shares") to be admitted to (a) listing in the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority (the "FCA") (the "Official List") and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"), and (b) listing on the Official List of The Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") (the "Irish Official List") and to trading on the main market for listed securities of Euronext Dublin ("First Admission").

Applications will be made, subject to receipt of SARB Approval, for:

a) those Placing Shares, if any, which are placed with placees who are South African Qualifying Investors, as may be, if agreed between the Banks and the Company, specified in the executed Terms of Placing (the "SA Placing Shares") to be admitted to (A) listing in the Official List and to trading on the main market for listed securities of London Stock Exchange, (B) listing on the Irish Official List and to trading on the main market for listed securities of Euronext Dublin, and (C) listing and trading as a secondary inward listing on the Main Board of the securities exchange operated by the JSE Limited (the "JSE"); and

b) any UK Placing Shares to be admitted to listing and trading as a secondary inward listing on the Main Board of the securities exchange operated by the JSE ("Second Admission").

Subject to the First Admission becoming effective, it is expected that settlement of subscriptions in respect of the UK Placing Shares subscribed for by any placees and trading in the UK Placing Shares will commence at 8:00 a.m. (London time) on 5 August 2025.

Second Admission is subject to receipt of SARB Approval and a long stop date of 31 August 2025. Further announcements will be made by the Company at the appropriate time, as and when required.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The person responsible for arranging release of this Announcement on behalf of Hammerson is Alex Dunn, General Counsel & Company Secretary.

The date and time of this Announcement is the same as the date and time that it has been communicated to the media.

For further information on the Announcement, please contact:

Hammerson Investor Contact

Josh Warren +44 (0) 20 7887 1053

Morgan Stanley (Global Coordinator, Financial Advisor, Joint Corporate Broker)

Andrew Foster +44 (0) 20 7425 8000

Martin Thorneycroft

Jun Sandeman

Hannah Mackey

Peel Hunt (Joint Bookrunner, Joint Corporate Broker)

Capel Irwin +44 (0) 20 7418 8900

Sohail Akbar

Chloe Ponsonby

Henry Nicholls

Investec (Joint Bookrunner, JSE Sponsor)

Jarrett Geldenhuys +27 11 286 9481

Ashleigh Williams

Kyle Rollinson

Karl Priessnitz

MHP for Hammerson

Oliver Hughes +44 (0) 20 3128 8100

Ollie Hoare

Charles Hirst

Slaughter and May is acting as legal adviser to the Company in respect of the Placing. Cravath, Swaine & Moore LLP is acting as U.S. legal adviser to the Company in respect of the Placing. Bowmans is acting as South African legal adviser to the Company in respect of the Placing.

Freshfields LLP is acting as legal advisers to the Banks in respect of the Placing.

Pre-Emption Group Reporting

The Placing is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post-transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).

Name of issuer	Hammerson plc
Transaction details	In aggregate , the Placing of 48,253,994 ordinary shares represents approximately 9.9% of the Company's issued ordinary share capital. In respect of the Placing Shares, the Banks and the Company have agreed to place 32,080,390 UK Placing Shares to placees who are not South African Qualifying Investors; and 16,173,604 SA Placing Shares to placees who are South African Qualifying Investors. Subject to the First Admission becoming effective, it is expected that settlement of subscriptions in respect of the UK Placing Shares subscribed for by any placees and trading in the UK Placing Shares will commence at 8:00 a.m. (London time) on 5 August 2025. Second Admission is subject to receipt of SARB Approval and a long stop date of 31 August 2025. Further announcements will be made by the Company at the appropriate time, as and when required.
Use of proceeds	The net proceeds of the Placing will be used to fund a portion of the consideration for the proposed acquisition by the Group of the remaining legal and beneficial interests in a series of property-holding entities in connection with the Bullring shopping center and Grand Central shopping center.
Quantum of proceeds	In aggregate, the Placing will raise gross proceeds of approximately £138.5 million and net proceeds of approximately £135 million.
Discount	The Placing Price of 287 pence represents a discount of 2.5 per cent. to the closing price on 30 July 2025, which was 294.4 pence.
Allocations	Soft pre-emption has been adhered to in the allocations process, where possible. Management was involved in the allocations process, which has been carried out in compliance with the MIFID II allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata interests and wall-crossed accounts.
Consultation	The Banks undertook a pre-launch wall-crossing process, including consultation with major shareholders, to the extent reasonably practicable and permitted by law.
Retail investors	Following discussions between the Banks and the Company, it was decided that a retail offer would not be included in the Placing. The Placing structure was chosen to minimise cost, time to completion and complexity.

About Hammerson

Hammerson is the largest UK-listed, pure-play owner and manager of prime retail and leisure anchored city destinations across the UK, France and Ireland.

We own, manage and invest in landmark city destinations integrating retail, leisure and community hubs to meet evolving customer and occupier needs while delivering sustainable long-term growth for our stakeholders. Our 10 city locations rank in the top 20 of all retail venues across our geographies and in the top 1% where retail spend is concentrated. Our catchment reach of 40 million people attracts 170 million visitors per annum, generating £3 billion of sales for our brand partners.

IMPORTANT NOTICES

This Announcement and the information contained herein, is restricted and is not for publication, release, transmission, forwarding or distribution, directly or indirectly, in whole or in part, in or into the United States of America, its territories and possessions, any state of the United States or the District of Columbia (collectively, the "United States"), Australia, Canada, Japan or any other jurisdiction in which such publication, release or distribution would be unlawful.

No action has been taken by the Company or the Banks, or any of their respective affiliates, or any person acting on its or their behalf, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129 as amended from time to time (the "EU Prospectus Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law as amended from time to time by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation" and together with the EU Prospectus Regulation, the "Prospectus Regulations" ) to be published. Persons needing advice should consult an independent financial adviser.

In South Africa: (i) the Placing is not an "offer to the public" as contemplated in the South African Companies Act 71 of 2008, as amended (the "South African Companies Act"); (ii) this Announcement does not, nor does it intend to, constitute a "registered prospectus" or an "advertisement", as contemplated by the South African Companies Act; and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission ("CIPC") in respect of the Placing. As a result, this Announcement does not comply with the substance and form requirements for a prospectus set out in the South African Companies Act and the South African Companies Regulations, 2011, and has not been approved by, and/or registered with, the CIPC, or any other South African authority.

This Announcement is for information purposes only and does not constitute an offer or invitation to underwrite, buy, subscribe, sell or issue, or the solicitation of an offer to buy, sell, acquire, dispose or subscribe for the Placing Shares or any other security in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful or require registration.

The Placing Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States. There will be no public offer of the Placing Shares in the United States.

The Placing has not, and will not be, approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

The Placing Shares have not been, nor will they be, qualified for distribution to the public in Canada pursuant to a prospectus filed with the securities regulatory authority of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or to any investor located or resident in Canada.

This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Corporations Act 2001 (Cth) (the "Corporations Act") or a product disclosure statement under Chapter 7 of the Corporations Act and will not be lodged with the Australian Securities and Investments Commission. No offer of securities is made pursuant to this Announcement in Australia except to a person who is: (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of section 761G of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

NOTICE TO CANADIAN INVESTORS

The Placing Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Placing Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Agents are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

This Announcement is for information purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) persons in member states of the European Economic Area, who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation, or (b) persons in the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation and (i) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, or (c) in the case of persons located in the United States, persons who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the US Securities Act of 1933, as amended), or (d) persons in South Africa: (i) who fall within one of the specified categories listed in section 96(1)(a) of the South African Companies Act; or (ii) who are selected persons, acting as principal, acquiring Placing Shares for a total contemplated acquisition cost of R1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act, or (e) persons to whom it may otherwise be lawfully communicated (all such persons in (a), (b), (c) (d) and (e) together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Morgan Stanley & Co. International plc is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. Peel Hunt LLP is authorised and regulated in the United Kingdom by the Financial Conduct Authority . Investec Bank Limited is an Authorised Financial Services Provider (11750), a Registered Credit Provider (NCRCP 9), an authorised Over the Counter Derivatives Provider, and a member of the JSE . The Banks are acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice to any other person in relation to the Placing and/or any other matter referred to in this Announcement. As required by applicable securities laws, the licensing status of the Joint Bookrunners in the Republic of South Africa is as follows: Morgan Stanley & Co. International plc holds an exemption from the licensing requirement of the Financial Advisory and Intermediary Services Act 37 of 2002 ("FAIS") and it is therefore not regulated in the Republic of South Africa.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Banks nor any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers or any person acting on their behalf) for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of any Bank or any of their respective Affiliates in connection with the Company, the Placing Shares or the Placing and any responsibility therefor is expressly disclaimed. The Banks and each of their respective Affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any Bank or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Banks. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide for future performance and persons reading this Announcement should consult an independent financial adviser.

This Announcement contains certain forward-looking statements which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. None of the Company, the Banks or their respective affiliates undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law or the Listing Rules of the London Stock Exchange or Euronext Dublin, the Prospectus Regulations, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) of Ireland, UK MAR or EU MAR. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement. The information in this announcement is subject to change without notice. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

In connection with the Placing, each of the Banks and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Banks and any of their affiliates acting in such capacity. In addition, the Banks and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Banks and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The most recent Annual Report of the Group (which includes a section entitled "Risks and Uncertainties" that describes the risk factors that may affect the Group's business and financial performance) and other information about the Group are available on the Hammerson website at www.hammerson.com. Neither the contents of the Hammerson website nor any website accessible by hyperlinks on the Hammerson website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation to acquire any securities of the Company.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (i) (a) EU Directive 2014/65/EU on markets in financial instruments, as amended, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"); and (ii) the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements" and together with the MiFID II Product Governance Requirements, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or the FCA Handbook Conduct of Business Sourcebook (as applicable); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II or the FCA Handbook Product Intervention and Product Governance Sourcebook (as applicable) (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (for the purposes of the Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or the FCA Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

The announcement above has also been released on the SENS system of the Johannesburg Stock Exchange and on Euronext Dublin.