>>> Hammerson change of control clauses could force asset sales in event of take

Hammerson change of control clauses could force asset sales in event of takeover
30 JUL 2018
Hammerson [LON:HMSO] has change of control clauses that could force the UK-based property company to sell assets in the event of a takeover, The Sunday Times reported. Hammerson disclosed the change of control clause last week, the item said.
The relevant extract from Hammerson’s 1HY18 results announcement of Tuesday, 24 July follows:
"Our Premium Outlet investments, are managed by their founding shareholders, independently financed and have operating metrics which differ from the Group's other sectors. The relevant legal agreements have pre-emption rights in favour of the Group and other owners of VR (Value Retail) and VIA (Via Retail) in the case of transactions of interests in the two businesses. The agreements also contain provisions which are triggered by a change of control of Hammerson plc whereby certain governance, information and liquidity rights held by the Group may be restricted. The management of VR have rights to acquire certain of the Group's investments in VR at market value.”
Hammerson owns minority shareholdings in Value Retail, operator of Bicester Village, a premium discount retail development near Oxford, UK and eight similar outlets including Kildare Village, The Sunday Times article said, adding that Hammerson also holds a minority interest in Via Retail, operator of 11 retail sites in Europe.
According to Hammerson, the change of control clause covers only a “modest” part of its exposure to premium outlets, which represent below 10% of the group’s GBP 6.2bn (EUR 6.97bn) portfolio, the item said.
Value Retail's management would be able to acquire Hammerson's stake in the business for its market value in the event of that Hammerson is acquired by another party, the report continued. A City source cited by the newspaper said the clause could put off potential bidders for Hammerson.
The item noted recent speculation that Hammerson's French rival Klépierre [EPA:LI] might return with a fresh bid in October, having made two bid approaches in spring this year.
Hammerson’s market capitalisation stood at GBP 4.03bn at the close of trading in London on Friday, 27 July.