Investor Presentation September 2014
Disclaimer This Presentation, which has been prepared by Hammerson plc (the "Company"), is produced solely for your use at investor meetings to be held in connection with a proposed placing (the "Placing") of new ordinary shares in the Company and the proposed admission of the new ordinary shares to listing on the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the market for listed securities of London Stock Exchange plc. This "Presentation" shall mean and include the slides that follow, the oral presentation of the slides by the Company’s directors, officers and/or senior managers on behalf of the Company, any question and answer session that follows that oral presentation, hard copies of this presentation and any materials distributed at, or in connection with, this presentation. This Presentation is being distributed only to and is only directed at: (i) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors"), (ii) persons in the United Kingdom: (a) who have professional experience in matters relating to investments falling within Article 19(5) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (b) who are high net worth persons or entities falling within Article 49(2)(a) to (d) of the Order; or (c) to whom it may otherwise be lawfully distributed, (all such persons together being referred to as "Relevant Persons"). If you are not a Relevant Person, you must not rely on the information and you must return it to Deutsche Bank AG, London Branch ("Deutsche Bank") or J.P. Morgan Securities plc (which conducts its UK investments banking activities as J.P. Morgan Cazenove) ("JPMC") immediately or return it to an officer of the Company or to the Company’s registered office immediately and take no other action. If you are in any doubt as to the matters contained in this Presentation (including whether you fall within the definition of Relevant Person), you should consult an authorised person specialising in advising on investments of the kind contained in this Presentation. Any investment or investment activity to which this Presentation relates is available only to Relevant Persons. The securities of the Company have not been, and ill not be, registered under the United States Securities Act of 1933 (the "Securities Act"); or under the applicable securities law or with any securities regulatory authority of any state or jurisdiction of the United States or under the securities laws of Australia, Canada, Japan, South Africa or any state, province or territory thereof or any other jurisdiction outside the United Kingdom and subject to certain exceptions may not be taken up, offered, sold, resold, United States or under the securities laws of Australia, Canada, Japan, South Africa or any state, province or territory thereof or any other jurisdiction outside the United Kingdom and subject to certain exceptions may not be taken up, offered, sold, resold, pledged, transferred, delivered or distributed, directly or indirectly, through CREST or otherwise, within, into or from Australia, Canada, Japan, South Africa or the United States, or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinary resident in, or a citizen of such jurisdictions or to any person in any country or territory where to do so would or might contravene applicable securities laws or regulations except pursuant to an applicable exemption. There will be no public offering of such securities in the United States. Neither this Presentation nor any part or copy of it may be taken or transmitted into: (i) (except with the express permission of the Company, Deutsche Bank or JPMC) the United States, or distributed or used, directly or indirectly, in the United States, as that term is defined in the Securities Act or (ii) Australia, Canada, South Africa or Japan, or distributed or used, directly or indirectly, in Australia, Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African or Japanese securities laws. Further, the distribution or use of this Presentation in other jurisdictions may be restricted by law, and persons into whose possession this Presentation comes are required to inform themselves about, and observe, any such legal or regulatory restrictions. This Presentation is not a prospectus or listing particulars, does not constitute or form part of any offer or invitation to sell or transfer, or to underwrite, subscribe for or acquire any shares or other securities, and does not constitute or form any part of any solicitation of any such offer or invitation, nor shall it, any part of it or the fact of its distribution form the basis of or be relied upon in connection with any contract therefore, and does not constitute a recommendation regarding the securities of the Company. The Placing does not constitute a public offer of transferable securities in the United Kingdom pursuant to section 85 of the Financial Services and Markets Act 2000 ("FSMA") and accordingly no prospectus will be issued in connection with the Placing. This Presentation is being supplied to you for the purposes of discussions with you to obtain your feedback. Nothing contained herein shall from the basis of any contract or commitment whatsoever. None of the Company, Deutsche Bank or JPMC undertakes any obligation to accept (or make) offers or proposals relating to a potential transaction in the future. Each of Deutsche Bank, JPMC and the Company reserves the right to conduct negotiations with several potential investors simultaneously and also to sign any agreement regarding the Company without notice to other potential investors. The Company, Deutsche Bank and JPMC reserve the right to amend or terminate at any time any discussions with you.
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