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

HammersonAnnouncement

08/08/2024 10:00

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RNS Number : 7243Z  Hammerson PLC  08 August 2024

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
(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
(http://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 (http://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
(mailto: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         Friday, 2 August 2024
 receive the Circular
 2.   Posting of the Circular and announcement on the JSE, the LSE and           Thursday, 8 August 2024
 Euronext Dublin
 3.   Last day to trade in the Company's shares in order to be recorded as a     5.00 pm (SA time) on Thursday, 5 September 2024
 shareholder ahead of the voting record date (SA)
 4.   Last day to trade in the Company's shares in order to be recorded as a     5.00 pm (London time) on Friday, 6 September 2024
 shareholder ahead of the voting record date (UK and Republic of Ireland
 ("ROI"))
 5.   Voting record date for entitlement to vote at the General Meeting (UK,     6.00 pm (London time) / 5.00 pm (SA time) on Tuesday, 10 September 2024
 ROI and SA)
 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                Thursday, 12 September 2024
 Consolidation on the JSE and announcement of results of General Meeting
 8.   Expected date of court hearing to provide directions on the Proposed       Friday, 20 September 2024
 Capital Reduction
 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      8.00 am (London time) on Monday, 30 September 2024
 new ordinary shares on the LSE and Euronext Dublin (UK and ROI)
 12.  Expected date of listing and commencement of trading of the Company's      9.00 am (SA time) on Monday, 30 September 2024
 new ordinary shares under the new ISIN GB00BRJQ8J25 on the JSE (South Africa)
 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        Wednesday, 9 October 2024
 Proposed Capital Reduction
 17.  Expected date of dispatch of share certificates in respect of any new      By Monday, 14 October 2024
 ordinary shares of the Company held in certificated form

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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