Circular, Notice of Meeting and Form of Proxy
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 |
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14. CSDP accounts credited on the SA Register |
Thursday, 3 October 2024 |
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15. Expected date of court hearing to confirm the Proposed Capital Reduction |
Tuesday, 8 October 2024 |
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16. Expected registration date of court order and effective date of the Proposed Capital Reduction |
Wednesday, 9 October 2024 |
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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.
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