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Publication of circular and notice of general meeting
Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE and Euronext Dublin share code: HMSO JSE share code: HMN
ISIN: GB00BK7YQK64
("Hammerson" or "the Company")
FOR IMMEDIATE RELEASE
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 Friday, 2 August 2024
recorded on the SA Register to receive
the Circular
2. Posting of the Circular and Thursday, 8 August 2024
announcement on the JSE, the LSE and
Euronext Dublin
3. Last day to trade in the Company's 5.00 pm (SA time) on
shares in order to be recorded as a Thursday, 5 September 2024
shareholder ahead of the voting record
date (SA)
4. Last day to trade in the Company's 5.00 pm (London time)
shares in order to be recorded as a 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 6.00 pm (London time)
vote at the General Meeting (UK, ROI / 5.00 pm (SA time) on
and SA) 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 Thursday, 12 September 2024
the Proposed Share Consolidation on the
JSE and announcement of results of
General Meeting
8. Expected date of court hearing to Friday, 20 September 2024
provide directions on the Proposed
Capital Reduction
9. Last day to trade in the Company's Friday, 27 September 2024
existing shares
10. Record date for the Proposed Share 6.00 pm (London time)
Consolidation (UK and ROI) on Friday, 27 September 2024
11. Expected date of admission and first day 8.00 am (London time)
of dealings in the Company's new on Monday, 30 September 2024
ordinary shares on the LSE and Euronext
Dublin (UK and ROI)
12. Expected date of listing and 9.00 am (SA time) on
commencement of trading of the Monday, 30 September 2024
Company's new ordinary shares under
the new ISIN GB00BRJQ8J25 on the JSE
(South Africa)
13. Record date for the Proposed Share 5.00 pm (SA time) on
Consolidation (South Africa) Wednesday, 2 October 2024
14. CSDP accounts credited on the SA Thursday, 3 October 2024
Register
15. Expected date of court hearing to Tuesday, 8 October 2024
confirm the Proposed Capital Reduction
16. Expected registration date of court order Wednesday, 9 October 2024
and effective date of the Proposed
Capital Reduction
17. Expected date of dispatch of share By Monday, 14 October 2024
certificates in respect of any new
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
Hammerson has its primary listing on the London Stock Exchange and secondary inward
listings on the Johannesburg Stock Exchange and Euronext Dublin.
Sponsor: Investec Bank Limited
08 August 2024
Date: 08-08-2024 11:00:00
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