REG - Hammerson PLC - Circular, Notice of Meeting and Form of Proxy

HammersonAnnouncement

28/09/2022 10:00

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RNS Number : 9792A  Hammerson PLC  28 September 2022

FOR IMMEDIATE RELEASE

 

Hammerson plc (the "Company")

Proposed Capital Reduction and Publication of Circular, Notice of General
Meeting and Form of Proxy

 

28 September 2022

 

The Company announces that the following documents have today been posted or
otherwise made available to shareholders:

 

-     Circular convening a General Meeting and inviting shareholders to
approve resolutions to authorise the proposed enhanced scrip dividend
alternative (as announced on 28 July 2022) and a proposed cancellation of the
Company's capital redemption reserve (the "Proposed Capital Reduction") (the
"Circular"); and

-     Form of Proxy (South Africa).

 

The purpose of the Proposed Capital Reduction is to create additional
distributable reserves which will be available to the Company going forward to
support its dividend policy. The Proposed Capital Reduction itself will not
involve any distribution or repayment of the capital redemption reserve by the
Company. The Circular provides shareholders with further information about the
background to, and reasons for, the Proposed Capital Reduction, as well as
containing details of the requisite Court approval process relating to the
Proposed Capital Reduction.

 

An expected timetable of events, now including dates relating to the Proposed
Capital Reduction, is set out at the end of this announcement.

 

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
(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
(http://www.hammerson.com) .

 

The General Meeting (the "Meeting") will be held at 9:00 a.m. (London time) /
10:00 a.m. (South African Standard Time ("SA time")) on Tuesday, 25 October
2022 at the Company's registered office. Only persons entered on the UK
Principal register at 6:30 p.m. (London time) or the South Africa Branch
register of the Company at 5:00 p.m. (SA time) on Friday, 21 October 2022 (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 Wednesday, 19 October 2022 for persons to
be included onto the UK Principal register and Tuesday, 18 October 2022 for
persons to be entered onto the South Africa Branch register.

 

Shareholders are encouraged to monitor the Company's website
(www.hammerson.com/investors (http://www.hammerson.com/investors) ) where any
changes to the arrangements for the General 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.

 

Shareholders are entitled to vote by way of proxy in advance of the General
Meeting. It is important that you complete, sign and return a Form of Proxy in
accordance with the instructions printed on it. To be valid, the Form of Proxy
must be lodged with the Company's Registrar by no later than 9:00 a.m. (London
time) and 10:00 a.m. (SA time) on Friday, 21 October 2022. Shareholders on the
UK Register can 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. See the notes to the Notice of General Meeting contained in the
Circular for more information.

 

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
General Meeting should email investorrelations@hammerson.com
(mailto:investorrelations@hammerson.com) in advance of the General Meeting.
The Company encourages Shareholders to submit questions by 9:00 a.m. (London
time) on Wednesday, 19 October 2022 and the Company will endeavour to respond
in advance of the proxy voting deadline on Friday, 21 October 2022 at 9:00
a.m. (London time) and 10:00 a.m. (South African Standard Time). Where
questions are received after 9:00 a.m. (London time) on Wednesday, 19 October
2022 the Company will respond as soon as practicable. The Company reserves the
right to consolidate questions of a similar nature.

 

Expected Timetable of Events

 

                                                                                 2022
 1.    Dividend declaration announcement released                                Thursday, 28 July
 2.   Scrip reference share price calculation dates                              Tuesday, 20 September - Monday, 26 September
 3.   Date on which Shareholders must be recorded on the South Africa            Friday, 23 September
 Register to receive the Circular
 4.   Currency conversion date                                                   Monday, 26 September
 5.   Currency conversion, scrip ratio and scrip reference share price           Tuesday, 27 September
 announcement released by 10.00 a.m. (UK Time) / 11.00 a.m. (SA time)
 6.   Posting of the Circular and announcement on the Johannesburg Stock         Wednesday, 28 September
 Exchange ("JSE"), the London Stock Exchange ("LSE") and Euronext Dublin
 7.   Last day to effect transfer of shares between the United Kingdom ("UK")    Tuesday, 4 October
 and South African ("SA") Registers
 8.   Last day to trade on the JSE to qualify for the dividend                   Tuesday, 4 October
 9.   Ex-dividend on the JSE from commencement of trading on                     Wednesday, 5 October
 10.  Last day to trade on the LSE and on Euronext Dublin to qualify for the     Wednesday, 5 October
 dividend
 11.  Fraction reference price announcement released by 10.00 a.m. (UK time) /   Thursday, 6 October
 11.00 a.m. (SA time)
 12.  Ex-dividend on the LSE and on Euronext Dublin from the commencement of     Thursday, 6 October
 trading on
 13.  Record date (applicable to both the UK principal register and the SA       Friday, 7 October
 branch register)
 14.  Transfer of shares between the UK and SA registers permissible from        Monday, 10 October
 15.  Last day to trade in the Company's shares in order to be recorded as a     Tuesday, 18 October
 shareholder ahead of the Voting Record Date (SA)
 16.  Last day to trade in the Company's shares in order to be recorded as a     Wednesday, 19 October
 shareholder ahead of the Voting Record Date (UK and Republic of Ireland
 ("ROI"))
 17.  Last day for receipt of dividend mandates by Central Securities            Friday, 21 October
 Depository Participants ("CSDPs") and enhanced scrip dividend elections by SA
 Transfer Secretaries
 18.  Last date for UK registrar to receive Forms of Election from               Friday, 21 October
 shareholders on the UK register holding certificated shares electing to
 receive the enhanced scrip dividend alternative
 19.  Last date for shareholders on the UK register holding uncertificated       Friday, 21 October
 shares on CREST to elect to receive the enhanced scrip dividend alternative
 20. Voting Record Date for the General Meeting (SA)                             Friday, 21 October
 21.  Voting Record Date for the General Meeting (UK and ROI)                    Friday, 21 October
 22. General Meeting                                                             9:00 a.m. (UK time) and 10:00 a.m. (SA Time) on Tuesday, 25 October
 23. Dividend Payment Date (UK and ROI)                                          Thursday, 3 November

 Expected date of issue, admission and first day of dealings in the New Shares
 on the LSE and Euronext Dublin
 24. Dividend Payment Date (SA)                                                  Thursday, 3 November

 CSDP accounts credited on the South Africa Register

 Expected date of issue, admission and first day of dealings in the New Shares
 on the JSE
 25. Court hearing to confirm the Proposed Capital Reduction                     Approx.10:30 a.m. (UK time) and 11:30 a.m. (SA Time) on Tuesday, 22 November
                                                                                 2022
 26. Anticipated registration of court order associated with the Proposed        Wednesday, 23 November 2022
 Capital Reduction

 

 

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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