FOR
IMMEDIATE RELEASE
Hammerson plc ("Hammerson" or the "Company")
Publication of Circular, Notice of General Meeting and Form of
Proxy
8
August 2024
The Company announces that the
following documents have today been posted or otherwise made
available to shareholders:
- Circular
and Notice of Meeting convening a General Meeting and inviting
shareholders to approve resolutions to, among other things,
authorise the proposed consolidation, sub-division and
re-designation of the Company's ordinary shares (the "Proposed Share Consolidation") and the
proposed cancellation of the Company's share premium account (the
"Proposed Capital Reduction") (the "Circular"); and
- Form of Proxy (South Africa).
On 22 July 2024, Hammerson announced
that it had entered into a binding agreement for the disposal of
its entire interest in Value Retail. At the same time, it was
announced that Hammerson proposed to undertake ancillary corporate
actions, being the Proposed Share Consolidation and the Proposed
Capital Reduction. The Circular provides shareholders with further
information about the background to, and reasons for, the Proposed
Share Consolidation and Proposed Capital Reduction, as well as
containing details of the requisite Court approval process relating
to the Proposed Capital Reduction.
An expected timetable of key events
is set out at the end of this announcement. Further detailed
information on the expected timetable is set out in the
Circular.
The above documents have been
uploaded to the National Storage Mechanism and will shortly be
available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The documents have also been submitted to Euronext
Dublin.
The Circular and Form of Proxy (South Africa) will also shortly be
available to view on the Company's website at
www.hammerson.com/investors/shareholder-centre/general-meetings.
The General Meeting (the
"Meeting") will be held at
9.30 am (London time) / 10.30 am (South African Standard Time
("SA time")) on Thursday,
12 September 2024 at the Company's registered office, Marble Arch
House, 66 Seymour Street, London W1H 5BX, United Kingdom. Only
persons entered on the Company's UK Principal register
("UK Register") at 6.00 pm
(London time) or the South Africa Branch register ("SA Register") of the Company at 5.00 pm
(SA time) on Tuesday, 10 September 2024 (as applicable) shall be
entitled to attend and vote at the Meeting. The last day to trade
in the Company's shares in order to be recorded as
a shareholder by the voting record date is therefore Friday, 6
September 2024 for persons to be included onto the UK Register and
Thursday, 5 September 2024 for persons to be entered onto the SA
Register.
Shareholders are entitled to vote by
way of proxy in advance of the Meeting. To be valid, the Form of
Proxy and electronic proxy voting instructions must be lodged with
the Company's Registrar by no later than 9.30 am (London time) and
10.30 am (SA time) on Tuesday, 10 September 2024. Shareholders on
the UK Register can vote online at www.signalshares.com
or obtain a copy of the UK Form of Proxy from the
Company's UK Registrar, Link Group. Shareholders on the SA Register
can obtain a copy of the SA Form of Proxy from the SA Transfer
Secretaries, Computershare Investor Services. It is important that
shareholders complete, sign and return a Form of Proxy in
accordance with the instructions printed on it. See the notes to
the Notice of General Meeting contained in the Circular for more
information.
Shareholders are encouraged to
monitor the Company's website (www.hammerson.com/investors) where
any changes to the arrangements for the Meeting described in the
Circular will be set out. Any changes will also be announced on the
SENS system of the Johannesburg Stock Exchange ("JSE"), the London Stock Exchange
("LSE") and Euronext
Dublin.
The Board is committed to
shareholder engagement. Shareholders who wish to put a question to
the Board relating to the business to be conducted at the Meeting
should email investorrelations@hammerson.com
in advance of the Meeting. The Company encourages
shareholders to submit questions by 9.30 am (London time) and 10:30
am (SA time) on Friday, 6 September 2024 and the Company will
endeavour to respond in advance of the proxy voting deadline at
9.30 am (London time) and 10.30 am (SA time) on Tuesday, 10
September 2024. Where questions are received after 9.30 am (London
time) on Friday, 6 September 2024 the Company will respond as soon
as practicable. The Company reserves the right to consolidate
questions of a similar nature.
Expected Timetable of Events
|
2024
|
1. Date on which
Shareholders must be recorded on the SA Register to receive the
Circular
|
Friday, 2
August 2024
|
2. Posting of the Circular and announcement on the JSE, the LSE
and Euronext Dublin
|
Thursday,
8 August 2024
|
3. Last day to trade in the Company's shares in order to be
recorded as a shareholder ahead of the voting record date
(SA)
|
5.00 pm
(SA time) on Thursday, 5 September 2024
|
4. Last day to trade in
the Company's shares in order to be recorded as a shareholder ahead
of the voting record date (UK and Republic of Ireland
("ROI"))
|
5.00 pm
(London time) on Friday, 6 September 2024
|
5. Voting record date
for entitlement to vote at the General Meeting (UK, ROI and
SA)
|
6.00 pm
(London time) / 5.00 pm (SA time) on Tuesday, 10 September
2024
|
6. General Meeting
|
9.30 am
(London time) / 10.30 am (SA Time) on Thursday, 12 September
2024
|
7. Finalisation
Announcement in relation to the Proposed Share Consolidation on the
JSE and announcement of results of General Meeting
|
Thursday,
12 September 2024
|
8. Expected date of
court hearing to provide directions on the Proposed Capital
Reduction
|
Friday, 20
September 2024
|
9. Last day to trade in
the Company's existing shares
|
Friday, 27
September 2024
|
10. Record date for the
Proposed Share Consolidation (UK and ROI)
|
6.00 pm
(London time) on Friday, 27 September 2024
|
11. Expected date of admission
and first day of dealings in the Company's new ordinary shares on
the LSE and Euronext Dublin (UK and ROI)
|
8.00 am
(London time) on Monday, 30 September 2024
|
12. Expected date of listing
and commencement of trading of the Company's new ordinary shares
under the new ISIN GB00BRJQ8J25 on the JSE (South
Africa)
|
9.00 am
(SA time) on Monday, 30 September 2024
|
13. Record date for the
Proposed Share Consolidation (South Africa)
|
5.00 pm
(SA time) on Wednesday, 2 October 2024
|
14. CSDP accounts credited on
the SA Register
|
Thursday,
3 October 2024
|
15. Expected date of court
hearing to confirm the Proposed Capital Reduction
|
Tuesday, 8
October 2024
|
16. Expected registration date
of court order and effective date of the Proposed Capital
Reduction
|
Wednesday,
9 October 2024
|
17. Expected date of dispatch
of share certificates in respect of any new ordinary shares of the
Company held in certificated form
|
By Monday,
14 October 2024
|
Notes
(1) Transfers
of the Company's shares between the UK Register and the South
Africa Register will not be permitted between Thursday, 26
September and Wednesday, 2 October 2024, both dates
inclusive.
(2) Shareholders
registered on the SA Register should note that, in accordance with
the requirements of Strate, no dematerialisation of the Company's
shares will be possible from Monday, 30 September 2024 to
Wednesday, 2 October 2024, both dates inclusive.
Alex Dunn
General Counsel and Company
Secretary
+44 (0) 20 7887 1000
This announcement has also been released on the SENS system of
the Johannesburg Stock Exchange and on Euronext
Dublin.